ihrt-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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IHEARTMEDIA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTER FROM OUR INDEPENDENT DIRECTORS

April 17, 2026

Dear Fellow Stockholders:

On behalf of the independent directors of the Board of Directors (the "Board") of iHeartMedia, Inc. (the “Company”), thank you for your continued investment and confidence in the Company. We recognize that our primary responsibility is to you, and we are committed to maintaining and evolving our governance processes and independent oversight over the Company.

In connection with the 2026 Annual Meeting of Stockholders, we want to share with you some of the highlights of the work of the Board over the past year.

In 2025, the Board provided meaningful oversight and guidance to management during the Company's continued transformation driven by innovation and supported by data and technology. That Board oversight and interaction has helped reinforce the Company’s position as the number one audio company in the United States, reaching 9 out of 10 Americans every month.

Financial Discipline and Modernization

Throughout 2025, the Board engaged in consistent and transparent dialogue with management regarding strategic initiatives, capital management and our continuing commitment to rigorous financial discipline. The comprehensive debt refinancing completed in late 2024 provided the Company with flexibility to execute its strategy in 2025. This execution included the implementation of cost savings initiatives announced in 2024 which resulted in over $150 million of net cost savings this past year. We also announced cost savings initiatives which are expected to generate an additional $100 million of annual cost savings in 2026. The Board is pleased by the continued year-over-year growth of our Digital Audio Group segment, including our industry-leading podcast division, and wholeheartedly supports the Company’s strategic modernization initiative in our Multiplatform Group to introduce our broadcast radio advertising inventory into existing programmatic digital buying platforms.

Executive Leadership Continuity

This past summer, the Board approved extensions of the employment agreements for our Chairman and Chief Executive Officer, Robert Pittman, and our President and Chief Operating Officer, Richard Bressler, securing continuity in key leadership roles through 2029. These extensions reflect the Board’s belief in the strength and stability of the leadership team and are a signal of our confidence in leadership’s plans and long-term direction. The Board approved an important executive leadership transition with the appointment of Michael McGuinness as Chief Financial Officer, effective January 1, 2026. Mike’s elevation into the Chief Financial Officer role follows years of service within the organization as Deputy Chief Financial Officer and supports the Company’s long-term planning, capital structure management and disciplined financial stewardship. The Board also invited three senior members of the Company’s management team, including the Company’s newly hired Chief Business Officer, to attend all scheduled Board meetings in order for our directors to interact directly with key day-to-day leaders who report to our CEO and President.

Board Composition and Stockholder Engagement

The Board continues to focus on its collective skills and expertise that, taken together, promote effective corporate governance. Our highly qualified Board consists of eight directors (six of whom are independent) who have a complementary mix of tenures, backgrounds, skills and experiences that facilitate strong and independent oversight.

The Board prioritizes stockholder feedback and remains committed to maintaining an open line of communication with our stockholders. Over the past several years, we have increased the frequency and scope of our stockholder engagement activities, and we value the candid feedback we received during these meetings. During 2025, the Company reached out to stockholders representing approximately 72% of the Company’s outstanding Class A common stock for governance-focused engagement, including 23 of our top 30 institutional stockholders, with active participation from independent directors including our Lead Independent Director. Dialogue with stockholders has yielded valuable perspectives that the Board considered, alongside our voting results from the 2025 Annual Meeting, in its discussions on strategic, governance and executive compensation matters. As part of our demonstrated efforts to be responsive to stockholders, in 2026, the Performance Stock Units awarded to management have a three-year performance period only and do not include any shorter term (e.g., one-year) metrics. We also have enhanced the disclosure of the evolution of our compensation program

in the Executive Compensation section of this Proxy Statement to illustrate our continued alignment with execution against our key financial and strategic goals.

Commitment to Long-Term Value Creation

Looking ahead, we believe the Company is well positioned to continue to build long-term value for our stockholders. iHeartMedia’s leadership in the audio category, coupled with a focus on growth across digital platforms and strategic shifts toward operational modernization and technological development provide a strong foundation for the future. We remain committed to supporting the execution of the Company’s long-term strategy, providing effective oversight and representing the interests of all stockholders with diligence and integrity.

We appreciate your ongoing trust and support and look forward to the year ahead.

Sincerely,

James A. Rasulo, Lead Independent Director

Samuel E. Englebardt

Robert Millard

Cheryl Mills

Graciela Monteagudo

Kamakshi Sivaramakrishnan

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 4, 2026

Dear Fellow Stockholder:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of iHeartMedia, Inc., a Delaware corporation (the “Company”), will be held on Thursday, June 4, 2026, at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/IHRT2026 and entering your 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card. The Annual Meeting will be held for the following purposes:


Proposals
1			The election of the eight director nominees named in our proxy statement, each for a one-year term ending at the 2027 Annual Meeting of Stockholders
2			The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026
3			The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers
4			The approval of the second amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan

While all of the Company’s stockholders are invited to attend the Annual Meeting, only holders of record of our outstanding shares of Class A common stock at the close of business on April 7, 2026, are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of these stockholders will be available for examination by any stockholder during the ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to InvestorRelations@iHeartMedia.com, stating the purpose of the request and providing proof of ownership of Company stock. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting. The holders of our Class B common stock and the holders of our Special Warrants are not entitled to notice of or to vote on any matter before the Annual Meeting.


Important Information for Holders of Class A Common Stock It is important that your shares be represented regardless of the number of shares you may hold as of the Record Date. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope, which is addressed for your convenience and needs no postage if mailed in the United States. We encourage stockholders to submit their proxy by mail or via telephone or over the Internet. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. The Company asks your cooperation in promptly submitting your proxy. YOUR VOTE IS IMPORTANT

If you would like to attend the Annual Meeting, please refer to the logistical information in the section titled “Questions and Answers About the 2026 Annual Meeting of Stockholders.”

By Order of the Board of Directors,

David A. Hillman

Executive Vice President, Chief Legal Officer

and Secretary

April 17, 2026

TABLE OF CONTENTS


			Page Number
EXECUTIVE SUMMARY			1
Meeting Agenda Items			2
Director Nominees and Continuing Directors			2
Fiscal 2025 Overview			3
Business Performance & Highlights			3
Operational Highlights			4
Corporate Governance Highlights			5
PROPOSAL ONE—ELECTION OF DIRECTORS			6
Our Director Nominees			7
CORPORATE GOVERNANCE			9
Governance Overview			9
Board Composition			10
Director Independence			10
Director Candidates			11
Communications From Stockholders			11
Stockholder Engagement			12
Self-Evaluation			13
Board Leadership Structure			14
Board’s Role in Risk Oversight			15
Code of Conduct			16
Governance Guidelines			17
Insider Trading Policy			17
Executive Sessions			17
Attendance by Members of the Board of Directors at Meetings			18
Board Committees			18
Compensation Committee Interlocks and Insider Participation			20
CORPORATE RESPONSIBILITY AND HUMAN CAPITAL			21
Human Capital			22
PROPOSAL TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23
Principal Accountant Fees and Services			23
Pre-Approval Policies and Procedures			23
Report of the Audit Committee			24
PROPOSAL THREE—APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY VOTE”)			25
PROPOSAL FOUR—APPROVAL OF THE SECOND AMENDMENT TO THE IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN			26
EXECUTIVE COMPENSATION			32
Executive Compensation			33
Short-Term Cash Incentives			41
COMPENSATION COMMITTEE REPORT			48
EXECUTIVE COMPENSATION TABLES			49
Summary Compensation Table			49
Outstanding Equity Awards at Fiscal Year-End 2025			51
Executive Compensation Arrangements			52
PAY VS PERFORMANCE			57
EQUITY COMPENSATION PLAN INFORMATION			59
DIRECTOR COMPENSATION			61
RELATIONSHIP OF COMPENSATION POLICIES AND PROGRAMS TO RISK MANAGEMENT			62
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			63


Delinquent Section 16 Reports			64
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			65
Relationships and Transactions			65
Policies and Procedures for Related Person Transactions			65
OUR EXECUTIVE OFFICERS			66
QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING OF STOCKHOLDERS			67
ADDITIONAL INFORMATION			71
Stockholder Proposals			71
Householding of Annual Meeting Materials			71
Other Matters			71
Solicitation of Proxies			71
Annex A			73
Annex B			75

Forward-Looking Statements

Certain statements herein constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the actual results, performance or achievements of iHeartMedia, Inc. and its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases “guidance,” “believe,” “expect,” “anticipate,” “estimates,” “forecast,” "goal," "commitment" and similar words or expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances, such as statements about capital and cost savings initiatives, future financial results and long-term value creation, executive leadership continuity and succession planning, stockholder engagement activities, and our business plans, strategies and initiatives, including our Corporate Responsibility initiatives, are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other important factors, some of which are beyond our control and are difficult to predict. Various risks that could cause future results to differ from those expressed by the forward-looking statements included herein include, but are not limited to: risks associated to global economic or political uncertainty and our dependence on advertising revenues; competition, including increased competition from alternative media platforms and technologies; dependence upon our brand and the performance of on-air talent, program hosts and management; fluctuations in operating costs and other factors beyond our control; technological and industry changes and innovations; shifts in population and other demographics; risks related to our use of artificial intelligence; impact of acquisitions, dispositions and/or other strategic transactions; risks related to our indebtedness; legislative or regulatory requirements; impact of legislation and royalty audits on music licensing and royalties; regulations and concerns regarding privacy and data protection and breaches of information security measures; risks related to scrutiny and regulation of Corporate Responsibility matters; risks related to our Class A common stock; and regulations impacting our business and the ownership of our securities. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed herein may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date hereof. Additional risks that could cause future results to differ from those expressed by any forward-looking statement are described in the Company’s reports filed with the U.S. Securities and Exchange Commission, including in the section entitled “Item 1A. Risk Factors” of iHeartMedia, Inc.’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise. Additionally, various disclosures made herein or elsewhere (including our website) are informed by third-party frameworks or other stakeholder expectations. Such information may not, and should not be interpreted as necessarily being "material" for purposes of our filings with the U.S. Securities and Exchange Commission, even if we use the words "material" or "materiality" herein or in other documents discussing such matters.

Corporate Responsibility disclosures in particular are often informed by frameworks that define materiality in a way that may differ from, and is often more expansive than, the definition for U.S. federal securities laws. Moreover, given the long timelines and uncertainties associated with certain matters, materiality can be difficult to predict in advance. The methodologies and data associated with such disclosures also continue to evolve, and we cannot guarantee that our approach will align with the preferences of any particular stakeholder. Even when we leverage frameworks for certain of our disclosures, we cannot guarantee, and no language of "alignment." "accordance," or similar should be taken to mean strict adherence and compliance to these frameworks. Our disclosures, whether based on such frameworks or otherwise, may change due to a variety of factors, including revisions in framework requirements, availability and quality of information, changes in our business or applicable government policy, or other factors, some of which may be beyond our control.

iHeartMedia, Inc.

20880 Stone Oak Parkway

San Antonio, TX 78258

EXECUTIVE SUMMARY

2026 Annual Meeting Information



Date and Time: Thursday, June 4, 2026 10:00 a.m. Eastern Time	Location: www.virtualshareholdermeeting. com/IHRT2026	Record Date: April 7, 2026	Proxy Mail Date: On or about April 17, 2026

How to Vote

By Internet:

Visit the website listed on your Internet Notice or proxy card

By Phone:

Call the telephone

number on your

proxy card

By Mail:

If you received paper copies, sign, date and return your proxy card in the provided envelope

During the Annual Meeting:

Participate in the Annual Meeting webcast using your 16-digit control number

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of iHeartMedia, Inc. (the “Company,” “iHeartMedia,” “iHeart,” “we” or “us”) of proxies to be voted at our Annual Meeting of Stockholders to be held on Thursday, June 4, 2026 (the “Annual Meeting”), at 10:00 a.m. Eastern Time, and at any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/IHRT2026 and entering your 16-digit control number included on your proxy card. If you would like to submit questions in advance of the Annual Meeting, please visit proxyvote.com before 11:59 p.m. Eastern Time on June 3, 2026 and enter your 16-digit control number.

Only holders of record of outstanding shares of our Class A common stock (our “Class A stockholders”) at the close of business on April 7, 2026 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment of the Annual Meeting. Each share of our Class A common stock entitles its holder to one vote per share on all matters presented to our stockholders. At the close of business on the Record Date, there were 130,004,255 shares of Class A common stock outstanding and entitled to vote at the Annual Meeting. The holders of our Class B common stock and certain warrants to purchase shares of our Class A common stock or Class B common stock (the “Special Warrants”) issued in connection with our emergence from bankruptcy (“Emergence”) are not entitled to vote on any matter before the Annual Meeting. Our dual-class capital structure was created in connection with our Emergence to address the requirements of U.S. law and regulations that limit foreign ownership of our capital stock and that limit our investors' ownership of radio stations in the same market as one of our radio stations.

This proxy statement and the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) will be sent on or about April 17, 2026 to holders of our Class A common stock (as of the Record Date).

This section summarizes and highlights certain information contained in this proxy statement but does not contain all the information that you should consider when casting your vote. Please review the entire proxy statement as well as our 2025 Annual Report to Stockholders carefully before voting. Frequently asked questions and logistical information regarding the Annual Meeting is available in the section titled “Questions and Answers About the 2026 Annual Meeting of Stockholders” beginning on page 67.

Important Notice Regarding the Availability of Proxy Materials for the Annual

Meeting of Stockholders To Be Held on June 4, 2026:

THIS PROXY STATEMENT AND OUR 2025 ANNUAL REPORT ARE AVAILABLE FOR VIEWING, PRINTING AND DOWNLOADING AT www.proxyvote.com.

Meeting Agenda Items


Proposal	Page Number	Voting Standard	Board Vote Recommendation
Proposal No. 1: Election of the eight nominees named in the proxy statement as directors, each for a one-year term ending at the 2027 Annual Meeting of Stockholders	6	Plurality of votes cast	FOR each director nominee
Proposal No. 2: To ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026	23	Majority of votes cast	FOR
Proposal No. 3: To approve, on an advisory (non-binding) basis, the compensation of our named executive officers	25	Majority of votes cast	FOR
Proposal No. 4: To approve the second amendment to the iHeartMedia, Inc., 2021 Long-Term Incentive Award Plan	26	Majority of votes cast	FOR

Director Nominees and Continuing Directors

Committee Memberships

Director

Since

Independent

N&CG

Director Nominees

Robert W. Pittman (Chairman and CEO)

2011

James A. Rasulo (Lead Independent Director)

2019

✓

Chair

✓

Richard J. Bressler

2008

Samuel E. Englebardt

2022

✓

Robert Millard

2025

✓

Chair

✓

Cheryl Mills

2020

✓

Chair

Graciela Monteagudo

2021

✓

✓(1)

Kamakshi Sivaramakrishnan

2019

✓

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

A = Audit Committee

C = Compensation Committee

N&CG = Nominating and Corporate Governance Committee

Fiscal 2025 Overview

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


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

Business Performance & Highlights

In 2025, we successfully navigated an uncertain advertising marketplace in a nonpolitical year as we continued to innovate and find new ways to engage with our consumers and advertising partners. We maintained our focus on cost efficiencies and disciplined capital management, resulting in achievement of $150 million of net cost savings in 2025 and the implementation of a cost savings initiative that is expected to generate $100 million of incremental savings in 2026. Our consolidated revenue excluding the impact of political advertising revenue increased, we continued to grow our digital business, including podcasting, and we outperformed the revenue performance of the radio industry (according to Miller Kaplan). Highlights include:

•Our stock price more than doubled (an increase of ~106%) over the twelve months ended December 31, 2025.

•Consolidated revenue of $3.9 billion was flat compared to prior year.

•Digital Audio Group revenue increased 14% as compared to the prior year, including a 26% increase in podcast revenue.

•Multiplatform Group revenue decreased 4% as compared to the prior year.

•Consolidated operating loss improved to $21 million compared to an operating loss of $763 million in the prior year.

•Consolidated net loss was $472 million compared to a net loss of $1.0 billion in the prior year.

•Consolidated Adjusted EBITDA1 decreased 3% to $686 million, from $706 million in the prior year.

•Cash flows from operating activities increased 30% to $93 million, from $71 million in the prior year.

•Adjusted Free Cash Flow1 decreased 72% to $31 million, compared to $109 million in the prior year.

•Cash balance and total available liquidity2 of $271 million and $640 million, respectively, as of December 31, 2025.

•Realized net cost reductions of $150 million in 2025.

1 See "Supplemental Disclosure Regarding Non-GAAP Financial Information" in Annex A.

2 Total available liquidity is defined as cash and cash equivalents of $271 million plus available borrowings under our ABL Facility of $369 million. We use total available liquidity to evaluate our capacity to access cash to meet obligations and fund operations.

Operational Highlights

In 2025, the Company continued to execute on its strategy to transform and innovate the Company, and the way we serve our customers and advertisers, through data and technology. Further, the Company continued to expand its industry leading position in content and distribution across broadcast radio, streaming digital radio, podcasts, social media, live events and influencers and personalities, as well as a best-in-class audio advertising technology and data solution for all forms of audio. The Company made important progress on its strategic goals, including as follows:

•iHeartMedia is the number one audio media company in the United States based on the consumer reach of its broadcast assets alone reaching 90% of Americans every month.

•We are the only company with a total audio advertising technology and data solution, providing both supply-side and demand-side services for all forms of audio — on-demand, broadcast radio, digital streaming radio, and podcasting.

•According to Nielsen, we have the most number one ranked station groups across the top 160 markets in the U.S., and across the largest 50 markets, with 73 and 25 number one station groups in these markets, respectively.

•Our iHeartRadio digital platform is the number one streaming broadcast radio platform—with nearly five times the digital listening hours of the next largest commercial broadcast radio company, as measured by our subsidiary Triton.

•According to Podtrac, we are the number one podcast publisher in the United States with more monthly downloads than the next nine largest podcast publishers combined and have the most shows featured in the Top 10 and across 19 categories.

•iHeartMedia is also the number one sales network in podcasting, with approximately three times the downloads and monthly audience of the next largest U.S. sales network, according to Podtrac.

•We launched a video podcast partnership with Netflix, making Netflix the exclusive home for video versions of 15 top iHeart podcasts.

•We entered into a multiplatform partnership with TikTok that included the creation of the TikTok Podcast Network, new co-branded radio programming, and live-event integrations.

•Our personalities, stations and brands have a social footprint that includes over 345 million fans and followers, as measured by Shareablee, which is twelve times the size of the next largest commercial broadcast audio media company. This social footprint was at the heart of delivering 60 billion social media impressions for our 2025 iHeartRadio Music Festival.

•We held seven nationally recognized tentpole events with some of the biggest names in music, as well as our local events, all of which provide significant opportunities for consumer promotion, advertising and social amplification.

•We launched our "Guaranteed Human" initiative, a company-wide pro-human, pro-creator authenticity commitment.

•We expanded and invested in our programmatic advertising initiatives and relationships, including partnerships with Demand-Side Platforms ("DSPs"), including Amazon, to include our broadcast radio inventory on their programmatic advertising platforms.

Corporate Governance Highlights

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


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

PROPOSAL ONE—ELECTION OF DIRECTORS

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

Board Recommendation


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

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

Our Director Nominees

Director Biographies


Director Since: 2011 Age: 72 Committee Memberships: • None						ROBERT W. PITTMAN Mr. Pittman was appointed our Chairman on May 17, 2013. Prior to adding the Chairmanship, he became the Chief Executive Officer of the Company in October 2011. Mr. Pittman was also the Executive Chairman of Clear Channel Outdoor Holdings, Inc. (“CCOH”) from January 2012 to March 2015 and Chairman and Chief Executive Officer of CCOH from March 2015 to May 2019. Mr. Pittman served as a director of CCOH from October 2011 to May 2019. From November 2010 to October 2011, Mr. Pittman served as Chairman of Media and Entertainment Platforms for the Company and iHeartCommunications. He was the founding member and investor in the Pilot Group LP (“Pilot Group”), a private equity investment firm, from April 2003 until the winding up of that entity in September 2022. Mr. Pittman was formerly Chief Operating Officer of AOL Time Warner, Inc. from May 2002 to July 2002. He also served as Co-Chief Operating Officer of AOL Time Warner, Inc. from January 2001 to May 2002, and earlier, as President and Chief Operating Officer of America Online, Inc. from February 1998 to January 2001 and President and CEO of AOL Networks from October 1996 to February 1998. Earlier in his career, he was the programmer who led the team that created MTV and was later CEO of MTV Networks, Inc. and CEO of Six Flags Theme Parks, Inc., Time Warner Enterprises, Inc. and Century 21 Real Estate Corporation. Mr. Pittman was selected to serve as a member of our Board because of his service as our Chief Executive Officer, and we believe his extensive media experience gained through the course of his career is valuable to the Board.

Director Since: 2019 Age: 70 Committee Memberships: • Audit Committee • Compensation Committee (CHAIR) • Nominating and Corporate Governance Committee						JAMES A. RASULO Mr. Rasulo was formerly an executive at The Walt Disney Company ("Walt Disney") from 1986 through 2015, having spent his last five years at Disney as the Chief Financial Officer and Senior Executive Vice President. During his tenure at Walt Disney, among other roles, he served as the Chairman of Walt Disney Parks & Resorts. Mr. Rasulo served on the board of Saban Capital Acquisition Corporation from September 2016 to April 2019, where he sat on the Audit Committee. Mr. Rasulo also serves on the board of the Los Angeles Philharmonic Association. Mr. Rasulo is a graduate of Columbia University and received his M.A. and M.B.A. from the University of Chicago. Mr. Rasulo’s proven business acumen and extensive experience serving in executive management roles at a large publicly traded company brings tremendous value to the Board.

Director Since: 2008 Age: 68 Committee Memberships: • None						RICHARD J. BRESSLER Mr. Bressler has served as our President and Chief Operating Officer since February 2015. From July 2013 to December 2025, Mr. Bressler also served as our Chief Financial Officer. Mr. Bressler also served as the Chief Financial Officer of CCOH from July 2013 to May 2019 and has served as one of our directors since July 2008. Prior thereto, Mr. Bressler was a Managing Director at the private equity investment company, Thomas H. Lee Partners, L.P. (“THL”). Prior to joining THL, Mr. Bressler was the Senior Executive Vice President and Chief Financial Officer of Viacom, Inc. ("Viacom") from 2001 through 2005. He also served as Chairman and Chief Executive Officer of Time Warner Digital Media and, from 1995 to 1999, was Executive Vice President and Chief Financial Officer of Time Warner Inc. ("Time Warner"). Prior to joining Time Inc. (which became Time Warner in 1990) in 1988, Mr. Bressler was a partner with the accounting firm of EY since 1979. Mr. Bressler also currently is a director of Gartner, Inc., a research and consulting services company, where he serves on the Audit Committee and sits on the Mount Sinai Medical Center Foundation, a non-profit hospital. Mr. Bressler previously served as a member of the boards of directors of Nielsen Holdings B.V. and Warner Music Group Corp. and as a member of the J.P. Morgan Chase National Advisory Board. Mr. Bressler holds a B.B.A. in Accounting from Adelphi University. Mr. Bressler’s experience in and knowledge of the industry gained through his various positions with Viacom and Time Warner as well as his knowledge of finance and accounting gained from his experience at THL, Gartner and EY are all important contributions to the Board.


Director Since: 2022 Age: 48 Committee Memberships: • Audit Committee • Compensation Committee						SAMUEL E. ENGLEBARDT Samuel Englebardt has served as a Co-founder and Partner at Galaxy Digital, a technology-driven financial services and investment management firm, since 2018 and the Founding General Partner of Galaxy Interactive, a venture capital franchise focused on companies operating at the intersection of content, finance and technology, since 2018. From 2017 to 2018, Mr. Englebardt was Partner and Managing Director at Galaxy Investment Partners. He is a media and technology investor and content producer who has created, acquired and/or financed a broad range of traditional and digital businesses and dozens of video games, films and television shows over the past decade. Prior to Galaxy Digital, Mr. Englebardt was a Partner and Managing Director at Lambert Media Group (“LMG”) from 2007 to 2016, where he managed a portfolio of media-sector private equity investments. Before LMG, Mr. Englebardt was a Vice President and Financial Advisor at Alliance Bernstein from 2006 to 2008. He has also served on the board and corporate governance and nominating committee of Healwell AI, Inc., since January 2025 and on the board of FutureCrest Acquisition Corp., since September 2025. Mr. Englebardt earned his J.D. from Harvard Law School and received his B.A. in philosophy and political science from the University of Colorado at Boulder. Mr. Englebardt’s deep experience with digital assets and content is invaluable to the Board as it expands its digital business.

Director Since: 2025 Age: 75 Committee Memberships: • Audit Committee (CHAIR) • Compensation Committee						ROBERT MILLARD Mr. Millard is the current Lead Independent Director and former Chairman of the board of directors of L3Harris Technologies, Inc., a major defense technology company, and its predecessor, L3 Technologies, which Mr. Millard cofounded and where he has served in various capacities since 1997. He has also served on the board of directors of Evercore Inc. since 2012. He formerly served as Chairman of the MIT Corporation from 2014 to 2020, where he continues to serve as Chairman Emeritus, and was also a member of the MIT Investment Management Company endowment board. Prior to becoming Chairman of MIT Corporation, Mr. Millard served as the Chairman of Realm Partners LLC from 2009 to 2014 and held various senior roles, including Managing Director at Lehman Brothers and its predecessors from 1976 to 2008. Mr. Millard has an M.B.A. from the Harvard Business School and an S.B. from MIT. The Board believes that Mr. Millard’s significant business, finance and strategic planning experience will be valuable contributions to the Board.

Director Since: 2020 Age: 61 Committee Memberships: • Nominating and Corporate Governance Committee (CHAIR) • Compensation Committee						CHERYL MILLS Ms. Mills is Founder and Chief Executive Officer of the BlackIvy Group LLC, a private company that builds and operates businesses in Sub-Saharan Africa. Previously, she served as Chief of Staff to former Secretary of State Hillary Clinton and Counselor to the U.S. Department of State from 2009 to 2013. Ms. Mills was with New York University from 2002 to 2009, where she served as Senior Vice President for Administration and Operations, General Counsel and as Secretary of the Board of Trustees. She also served as Senior Vice President for Corporate Policy and Public Programming at Oxygen Media from 1999 to 2001. Prior to joining Oxygen Media, Ms. Mills served as Deputy Counsel to President Clinton and as the White House Associate Counsel. Ms. Mills currently serves on the board of directors of BlackRock, Inc., a financial services company that she joined in 2013. She previously served on the board of directors of Cendant Corporation (now Avis Budget Group, Inc.), a consumer real estate and travel conglomerate, from 2003 to 2006. Ms. Mills received her B.A. from the University of Virginia and her J.D. from Stanford Law School. Ms. Mills brings to the Board a range of leadership experiences from private equity, government and academia, and through her prior service on the boards of corporations and non-profits, she provides expertise on issues concerning government relations, public policy, corporate administration and corporate governance.

Director Since: 2021 Age: 59 Committee Memberships: • Audit Committee • Nominating and Corporate Governance Committee(1) (1)If reelected to our Board of Directors, Graciela Monteagudo will begin to serve on the Nominating and Corporate Governance Committee in addition to continuing to serve on the Audit Committee.						GRACIELA MONTEAGUDO Ms. Monteagudo served as Chief Executive Officer of LALA U.S., a producer and distributor of dairy-based products from March 2017 to December 2018. Ms. Monteagudo previously served as Senior Vice President and President, Americas for Mead Johnson Nutrition Company, a global manufacturer of infant formula, from July 2015 to February 2017 where she was responsible for Mead Johnson’s businesses in North America and Latin America. Between May 2012 and June 2015, Ms. Monteagudo served as Mead Johnson’s Senior Vice President and General Manager, North America and Global Marketing. Prior to that, Ms. Monteagudo served in several capacities for Walmart Mexico, most recently as Senior Vice President and Business Unit Head, Sam’s Club. Ms. Monteagudo has served as a director of WD 40 Company since June 2020, where she serves on its nominating/governance, compensation, and finance committees, and as a director of ACCO Brands Corp since 2016, where she serves on its compensation and human capital committee and chairs its nominating, governance and sustainability committee. Ms. Monteagudo holds a National Association of Corporate Directors (NACD) Directorship Certification as well as ESG/Climate leadership certifications from Berkeley Law and Diligent. She received her B.S. in Industrial Engineering from Universidad Panamericana and her M.B.A. from Instituto Tecnológico Autónomo de México. Ms. Monteagudo brings to the Board a range of commercial and public company leadership experiences, as well as expertise in digital marketing, e-commerce, consumer goods and international operations, all of which the Board believes are important contributions to the Board.



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

CORPORATE GOVERNANCE

Governance Overview

We are committed to maintaining robust governance practices and a strong ethical culture that benefits the long-term interests of our stockholders. The Company, with the oversight of the Board, regularly reviews, updates and enhances its corporate governance practices and compliance and training programs, as appropriate, in light of stockholder feedback, changes in applicable laws, regulations and stock exchange requirements and the evolving needs of our business. Our corporate governance and compliance practices include:

•Independent Oversight. A majority of the current directors of the Board (6 of 8) are independent directors, including a lead independent director role with well-defined responsibilities and fully independent Board committees, as defined by the rules of The Nasdaq Stock Market LLC (the “Nasdaq Rules”) and applicable rules of the Securities and Exchange Commission ("SEC"). Executive sessions of Board and Committee meetings are regularly held without management present.

•Annual Director Elections. All of our directors are elected annually.

•Prohibition on Hedging and Pledging. We prohibit all directors and executive officers from engaging in hedging transactions, including options (such as puts or calls) or other financial instruments (such as forward contracts, equity swaps, collars or exchange funds) that are designed to hedge or offset any decrease in the market value of our securities. We also prohibit all directors and executive officers from pledging Company securities, unless specifically pre-approved by the Company’s Chief Legal Officer.

•Committee Charters. Each Board committee operates under a written charter that has been approved by the Board and annually reviewed and, if necessary, amended.

•Board and Committee Self-Evaluations. The Nominating and Corporate Governance Committee oversees an annual evaluation of the Board and its committees.

•Limitations on Other Boards. Directors are expected to be available to serve and to ensure that their involvement on other boards of directors does not interfere with their ability to carry out their responsibilities. The Governance Guidelines provide that a director who serves as chief executive officer of a public company shall not serve on the boards of more than two public companies (not including the Company) and all other directors may not serve on the boards of more than four public companies (not including the Company) without prior approval of the Board.

•Frequent and Robust Stockholder Engagement. The Company has a robust year-round stockholder engagement program pursuant to which the Company participates in investor conferences and holds numerous meetings with stockholders to discuss various topics, including its financial performance, strategy, corporate governance, management succession planning and executive compensation program. During 2025, the Company reached out to approximately 72% of the Company’s outstanding Class A common stock for governance-focused engagement, including 23 of our top 30 institutional stockholders. The Company met with stockholders representing approximately 62% of the Company’s outstanding Class A common stock with active participation from independent directors including our Compensation Committee Chair.

•Stock Ownership Guidelines. Our directors and senior executives are subject to stock ownership guidelines.

•Annual Say on Pay Vote. We hold an annual say-on-pay vote so that our stockholders are able to provide annual feedback on our executive compensation program.

•Clawback Policy. We have adopted a clawback policy consistent with Nasdaq Rules that requires our executive officers to repay erroneously awarded cash and equity incentive-based compensation following certain corrections to our financial statements.

•No poison pill. The Company does not have a poison pill in place.

•No supermajority voting requirements. The Company’s Fifth Amended and Restated Certificate of Incorporation, as amended (the "Charter"), and Fourth Amended and Restated Bylaws (the "Bylaws") do not require any supermajority voting requirements for any matters considered by stockholders.

•Management Development and Succession Planning. The Board engages in active review of management development and of short and long-term succession plans for members of senior management and invites select members of senior management to attend all Board meetings.

•Corporate Responsibility. iHeartMedia is dedicated to serving the communities in which we live and work – especially in times of need – and we are equally committed to strengthening our Corporate Responsibility strategy and advising our management of the most pertinent opportunities and risks to our business including, as applicable, its relationship with our communities, planet and other stakeholders, and reporting our progress in our Corporate Responsibility Report and Annual Impact Report. For more details, please see "Corporate Responsibility and Human Capital" in the proxy statement and our Corporate Responsibility and Annual Impact Reports, which are available on our website at www.iheartmedia.com.

•Ethics & Compliance. Our Code of Conduct, which applies to all iHeartMedia employees and directors, reinforces our core values and helps drive our workplace culture of compliance, ethical standards, integrity and accountability.

•Independent, Anonymous Complaint Process. The Company maintains a third-party managed hotline (“Hotline”) that permits the anonymous reporting of violations of our Code of Conduct and other concerns. All Hotline submissions are reviewed and investigated by appropriate members of management. The results of all such investigations are reported to senior management and the Audit Committee quarterly.

Our Board has adopted the Governance Guidelines, Code of Conduct and charters for our Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Governance Guidelines and our Code of Conduct in the “Governance” section of our website located at www.iheartmedia.com, or by writing to our Secretary at our offices at 20880 Stone Oak Pkwy, San Antonio, Texas 78258.

Board Composition

Our Board currently consists of eight (8) members: Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Robert Millard, Cheryl Mills, Graciela Monteagudo, and Kamakshi Sivaramakrishnan.

Director Independence

Our Board of Directors has affirmatively determined that Messrs. Rasulo, Englebardt, and Millard and Mses. Mills, Monteagudo, and Sivaramakrishnan are each an “independent director,” as defined under the Nasdaq Rules and under the standards adopted by the Board in the Company’s Governance Guidelines that are available on our website, at www.iheartmedia.com.

Director Candidates

The Nominating and Corporate Governance Committee is responsible for identifying and reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board.

To facilitate the search process for director candidates, the Nominating and Corporate Governance Committee may identify potentially qualified director candidates through a number of channels, including soliciting our current directors and executives for the names of potentially qualified candidates or asking directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from us and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee of candidates for election as director. All of our directors were previously elected by stockholders.

In accordance with our Governance Guidelines, in evaluating the suitability of individual candidates, the Nominating and Corporate Governance Committee will consider, in addition to experience, skills and expertise, a candidate’s (i) experience in positions with a high degree of responsibility; (ii) leadership roles in organizations with which they are affiliated; (iii) the time, energy, interest and willingness to serve as a member of the Board; and (iv) contributions they can make to the Board and oversight of the Company’s business. The Board evaluates each candidate in the context of the Board as a whole, with the objective of recommending candidates who, as part of a group, can best perpetuate the success of the Company's business and represent stockholder interests through the exercise of sound judgment leveraging the group’s mix of backgrounds and experience.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to iHeartMedia, Inc., 20880 Stone Oak Parkway, San Antonio, TX 78258, Attn: Nominating and Corporate Governance Committee, c/o Secretary. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Communications From Stockholders

Stockholders and other interested parties may contact the Board as a group, a specified Board committee or individual members by writing to the following address: iHeartMedia, Inc., 20880 Stone Oak Parkway, San Antonio, TX 78258, Attn: Secretary. Each communication should specify the applicable addressee or addressees to be contacted, as well as the general topic of the communication. We will initially receive and process communications before forwarding them to the addressee. We may also refer communications to other departments at the Company. We generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the Company.

Stockholder Engagement

The Board strongly believes in proactive engagement, communication and transparency with the Company’s stockholders. This includes the regular dialogue that members of senior management have around quarterly earnings, participation in investor conferences and one-on-one dialogue as well as primarily governance-focused dialogue, which includes participation from both senior management and independent directors. For the past several years, we have increased the frequency and scope of our governance-focused stockholder engagement activities to proactively collect feedback that we share with our Board and that has led to informed responsive changes to our governance and compensation practices when appropriate.

Year-round Engagement Program

During 2025, the Company contacted stockholders representing approximately 72% of the Company’s outstanding Class A common stock and proxy advisory firms, including 23 of our top 30 institutional stockholders. We engaged with all stockholders and proxy advisors who expressed interest in meeting, and as such, we met with stockholders representing approximately 62% of outstanding Class A common stock. Engagement included participation in investor conferences, individual one-on-one meetings and correspondence with stockholders. Members of our management team participated in these meetings; our independent directors, including our Lead Independent Director (who also serves as our Compensation Committee Chair) also participated in various meetings with stockholders. Independent directors met with stockholders representing 21% of our Class A common stock.

The primary areas of discussion during these engagements included our financial performance, strategy, Board refreshment and composition, management succession planning, our executive compensation design and other governance matters. We also discussed our approach to equity-based compensation and sought stockholder views on how they assess equity plan amendment requests. The feedback from these meetings provides the Company with important insights that are discussed with management and shared with the full Board and the relevant committees of the Board, as appropriate. The Company remains committed to ongoing engagement with its investors on a regular basis.

Self-Evaluation

Our Board conducts an annual self-evaluation process to determine whether the Board, its committees and the directors are functioning effectively. This includes survey materials and a report to, and discussion of survey results with, the Nominating and Corporate Governance Committee, as well as each committee and the full Board’s respective results. The survey materials solicit feedback on board composition, board process and function, board responsibilities and board committees. The directors use the results to identify trends and themes and discuss potential action items in order to increase the effectiveness of the Board and its committees. Each committee also conducts its own annual self-evaluation to assess the functioning of the committee and the effectiveness of the committee members, including the committee chair. In addition, focus areas identified through the evaluation are incorporated into the Board’s agenda for the following year. All directors are encouraged to make suggestions on improvement of the Board’s or the committees’ practices at any time.

Board Leadership Structure

The Company’s current Board leadership structure comprises a combined Chairman of the Board and Chief Executive Officer, an independent director serving as the Lead Independent Director, along with our President and Chief Operating Officer and five other highly qualified, active independent directors. Our Board exercises its judgment in combining or separating the roles of Chairman of the Board and Chief Executive Officer as it deems appropriate in light of the relevant circumstances. The Board will continue to exercise its judgment on an ongoing basis to determine the optimal Board leadership structure that it believes will provide effective leadership, oversight and direction, while optimizing the functioning of both the Board and management and facilitating effective communication between the two. The Board has concluded that the current structure provides a well-functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by independent directors. A combined role of Chairman and Chief Executive Officer confers advantages, including for the following reasons:

•Our Chief Executive Officer is more familiar with our business and strategy than a non-employee chairman and is able to draw on his detailed knowledge of the Company to provide the Board, in coordination with the Lead Independent Director, leadership in focusing its discussions, review and oversight of the Company’s strategy, business, and operating and financial performance;

•A single Chairman and Chief Executive Officer provides strong and consistent leadership for our Company;

•A combined role ensures that the Company presents its message and strategy to stakeholders with a unified voice;

•The structure allows for efficient decision-making and focused accountability;

•Oversight of our Company is the responsibility of our Board as a whole, and this responsibility can be properly discharged without an independent Chairman; and

•Our strong Lead Independent Director provides similar benefits to those associated with an independent Chairman.

The Board continues to believe that it is in the best interest of the Company and its stockholders for Mr. Pittman to serve as Chairman and Chief Executive Officer, considering the strong and well-defined role of our Lead Independent Director and other corporate governance practices that provide independent oversight of management.

Our Governance Guidelines provide that, if our Chairman of the Board is not an independent director, the independent directors will select an independent director to act as Lead Independent Director. Since 2019, James A. Rasulo has served as our Lead Independent Director. The Lead Independent Director’s responsibilities include:

•Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors and of non-management directors;

•Having discretion to call meetings of the independent directors;

•Facilitating discussion and open dialogue among the independent directors during Board meetings, executive sessions and outside of Board meetings;

•Serving as the principal liaison between the independent directors and the Chairman, without inhibiting direct communication between them;

•Communicating, as appropriate in his or her judgment, to the Chairman and management any decisions reached, suggestions, views or concerns expressed by independent directors in executive sessions or outside of Board meetings;

•Providing the Chairman with feedback and counsel concerning the Chairman’s interactions with the Board;

•Working with the Chairman to develop and approve Board meeting agendas and meeting schedules, including to ensure that there is sufficient time for discussion of all agenda items;

•Working with the Chairman on the appropriateness (including quality and quantity) and timeliness of the information provided to the Board;

•Authorizing the retention of advisors and consultants who, when appropriate, report directly to the Board;

•In consultation with the Nominating and Corporate Governance Committee, reviewing and reporting on the results of the Board and committee performance evaluations;

•Periodically meeting on an individual basis with independent directors to discuss Board and committee performance, effectiveness and composition;

•Leading the independent directors’ evaluation of the effectiveness of the Chairman (as Chairman), including his or her interactions with directors and ability to provide leadership and direction to the Board;

•If requested, and in coordination with management, to be available for consultation and direct communication with stockholders; and

•Participating in crisis management oversight, as appropriate under the circumstances.

The Board believes that this management and Board leadership structure, combined with the oversight of the Board comprised of a majority of independent directors, a strong and well-defined Lead Independent Director role with significant responsibilities and the Company’s robust corporate governance policies and procedures, effectively maintains independent oversight of the Company.

Board’s Role in Risk Oversight

Risk assessment and oversight are an integral part of our governance and management processes. The Board encourages management to promote a corporate culture that incorporates risk management into our corporate strategy and day-to-day operations. Our risk management philosophy strives to:

•Timely identify the material risks that we face;

•Communicate necessary information with respect to material risks to senior management and, as appropriate, to the Board or relevant Board committee;

•Implement appropriate and responsive risk management strategies consistent with our risk profile; and

•Integrate risk management into our decision-making.

The Board has designated the Audit Committee to broadly oversee risk management in accordance with our Audit Committee charter. Under the oversight of the Audit Committee, and with the support of the compliance function and the internal and external audit functions, we operate an enterprise-wide risk management governance framework that sets standards and provides guidance for the identification, assessment, monitoring and control of the most significant risks facing the Company and that have the potential to affect stockholder value, our customers and colleagues, the communities in which we operate and the safety and soundness of the Company. The Audit Committee then oversees the implementation and effectiveness of strategies to address these risks. The Audit Committee reports to the Board regarding briefings provided by management and advisors, as well as the Audit Committee’s own analysis and conclusions regarding the adequacy of our risk management processes.

Board's Role in Risk Oversight - AC Oversight Graphic.jpg

Our Audit Committee is also responsible for overseeing the quality and integrity of accounting, internal control and financial reporting practices, legal and ethical compliance programs and cybersecurity risks. The Audit Committee receives annual reports from management on information security and privacy matters, including our cybersecurity risks. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as certain incidents with lesser potential impact. Our Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. Our Compensation Committee oversees risks related to the Company’s compensation practices and policies. Our Nominating and Corporate Governance Committee oversees risks related to governance matters as well as corporate responsibility including environmental, social and sustainability topics. The Board believes that its role in the oversight of our risks supports its determination that the Board’s leadership structure effectively maintains independent oversight of the Company.

The Company’s risk oversight framework and key areas of responsibility are illustrated below:

Board of Directors

Our Board of Directors is apprised of particular risk management matters
in connection with its general oversight and approval of corporate matters and significant transactions.

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Our Audit Committee is responsible for overseeing risk assessment and management, including quality and integrity of accounting, internal control and financial reporting practices, legal and ethical compliance programs and data privacy and cybersecurity risks.

Our Compensation Committee oversees the risks related to the Company's compensation practices and policies as well as our strategies and policies for human capital management.

Our Nominating and Corporate Governance Committee oversees risks related to governance and board composition matters as well as corporate responsibility strategies.

Management

Our Management is responsible for our day-to-day risk management activities.

Code of Conduct

Our Code of Business Conduct & Ethics applies to all of our officers, directors and employees, including our principal executive officer, principal financial officers and principal accounting officer. Our Code of Conduct constitutes a “code of ethics” as defined by Item 406(b) of Regulation S-K. The Code of Conduct is publicly available on our website at www.iheartmedia.com. We intend to satisfy the disclosure required by law or Nasdaq listing standards regarding any amendment to, or waiver from, a provision of the Code of Conduct by posting such information on our website at www.iheartmedia.com.

Governance Guidelines

We operate under Governance Guidelines that set forth our corporate governance principles and practices on a variety of topics, including director qualifications, director responsibilities, board leadership, and the composition and functioning of the Board. Our Governance Guidelines are designed to maximize long-term stockholder value, align the interests of the Board with those of our stockholders and promote high ethical conduct among our directors. The Governance Guidelines include the following key practices to assist the Board in carrying out its responsibility for the business and affairs of iHeartMedia:


1. Director Responsibilities. The basic responsibility of a director is to exercise his or her business judgment and act in what he or she reasonably believes to be in the best interests of iHeartMedia and its stockholders. Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.
2. Executive Sessions of Non-Management Directors. The non-management directors and/or the independent directors conduct executive sessions, without management participation, as part of each regularly scheduled Board meeting, and may do so at special Board meetings.
3. Board Access to Senior Management. Directors have access to iHeartMedia’s management, employees and advisors and can initiate contact or meetings through the CEO, the Chair or Lead Independent Director, if any, or any other executive officer.
4. Board Access to Independent Advisers. The Board and each Board committee have the power to retain independent legal, financial or other advisors as they may deem necessary, at our expense.
5. Board Tenure. The Board believes that term limits on director service and a predetermined retirement age impose arbitrary restrictions on Board membership that may deprive the Board of insights and knowledge of the Company gained over time and multiple business cycles. The Board’s annual performance evaluation described above is a significant determinant for continuing service on the Board. The Board’s goal is to maintain a mix of tenures so that the Board has a balance of fresh perspectives and continuity of experience.
6. Directors who Change their Current Job Responsibilities. A director who changes the nature of the job he or she held when elected to the Board shall tender his or her resignation from the Board, subject to acceptance by the Board, by sending such resignation to the chair of the Nominating and Corporate Governance Committee. This provides an opportunity for the Board to review the continued appropriateness of Board membership under these circumstances. The Nominating and Corporate Governance Committee will then review the director’s continuation on the Board in light of all the circumstances and recommend to the Board whether the Board should accept such proposed resignation or request that the director continue to serve on the Board.
7. Service on Multiple Boards. Each director is expected to be available for a significant time commitment. A director who serves as a chief executive officer of a public company may not serve on the board of directors of more than two public companies (not including the Company) without prior approval of the Board. All other directors may not serve on the board of directors of more than four public companies (not including the Company) without prior approval of the Board.
8. Management Development and Succession Planning. The Compensation Committee regularly considers management development and succession planning, including short-term succession planning for certain of the Company’s most senior management positions in the event that all or a portion of such members of senior management should unexpectedly become unable to perform their duties. As part of our active management development and succession planning efforts, the Board invites select members of senior management to attend all Board meetings.

Insider Trading Policy

Our Board has adopted an Insider Trading Compliance Policy and Procedures (“Insider Trading Policy”), which governs the purchase, sale, and other transactions in the Company’s securities by our directors, executive officers and employees, as well as certain other persons (collectively, “covered persons”), which we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations. Among other things, our Insider Trading Policy (a) prohibits covered persons from purchasing or selling the Company’s securities while in possession of material, non-public information relating to the Company except under pre-approved trading plans that meet the requirements of Rule 10b5-1 (“Rule 10b5-1 plans”) under the Securities Exchange Act of 1934 as amended (the "Exchange Act") and certain other limited exceptions and (b) specifies (i) our quarterly blackout periods, (ii) our pre-clearance procedures, (iii) additional prohibited transactions and (iv) requirements regarding pre-approved Rule 10b5-1 trading plans. In addition, the policy prohibits covered persons from engaging in transactions in publicly traded options related to the Company’s equity securities, such as puts or calls, or engaging in transactions involving any other financial instruments, such as forward contracts, equity swaps, collars or exchange funds, that are designed to hedge or offset any decrease in the market value of the Company’s equity securities.

The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 2, 2026.

Executive Sessions

The independent members of the Board meet in regularly scheduled executive sessions. Such meetings are presided over by the Lead Independent Director.

Attendance by Members of the Board of Directors at Meetings

There were 12 meetings of the Board during the fiscal year ended December 31, 2025. During the fiscal year ended December 31, 2025, each incumbent director attended at least 75% of the meetings of the Board and committees on which such director served that occurred while such director served on the Board or such committee(s). In addition, all of our current directors attended our 2025 annual meeting of stockholders.

Under our Governance Guidelines, which are available on our website at www.iheartmedia.com, a director is expected to spend the time and effort necessary to properly discharge his or her responsibilities. Accordingly, a director is expected to prepare for and attend Board meetings and meetings of committees on which he or she serves. Pursuant to the Company’s Governance Guidelines, we expect Board members to attend the Annual Meeting.

Board Committees

The below table outlines our current Board committee composition as of April 17, 2026.


	Committee Memberships
Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Robert W. Pittman
James A. Rasulo		CHAIR
Richard J. Bressler
Samuel E. Englebardt
Robert Millard	CHAIR
Cheryl Mills			CHAIR
Graciela Monteagudo
Kamakshi Sivaramakrishnan

CHAIR = Committee Chair

= Member


Audit Committee Met 4 times in 2025 Current Committee Members: Robert Millard (CHAIR) Samuel E. Englebardt Graciela Monteagudo James A. Rasulo						Primary Responsibilities Include: ● annually evaluate, determine the selection of and, if necessary, determine the replacement or rotation of the independent registered public accounting firm; ● approve or pre-approve all auditing and non-audit services provided by the independent registered public accounting firm; ● annually review, evaluate and discuss reports regarding the independent registered public accounting firm’s independence; ● review with the internal auditors and the independent registered public accounting firm the scope and plan for audits; ● review with management, the internal auditors and the independent registered public accounting firm, our system of internal control, financial and critical accounting practices and our policies relating to risk assessment and risk management, including legal and ethical compliance programs; ● review information technology procedures and controls and receive annual briefings from senior management on information security matters, including as they relate to data privacy and cybersecurity; ● review and discuss with management and the independent registered public accounting firm the annual and quarterly financial statements and the specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company prior to the filing of the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q; and ● review material pending legal proceedings involving the Company and other material contingent liabilities. Financial Expertise and Independence All members of the Audit Committee meet the independence standards of Nasdaq and the SEC, as well as the financial literacy requirements of Nasdaq. The Board has determined that each of Robert Millard, Samuel E. Englebardt and James A. Rasulo qualifies as an “audit committee financial expert” as defined by SEC rules. Report The Report of the Audit Committee is included on page 24 of this proxy statement.
Nominating and Corporate Governance Committee Met 3 times in 2025 Current Committee Members: Cheryl Mills (CHAIR) James A. Rasulo Kamakshi Sivaramakrishnan						Primary Responsibilities Include: ● identify individuals qualified to become members of our Board and recommend director nominees to the Board; ● periodically review the Board’s Governance Guidelines and consider other governance matters and, as appropriate, make recommendations to the Board; ● establish any qualifications, desired background, expertise and other selection criteria for members of our Board and any committee; ● annually review committee assignments and make recommendations to the Board; ● oversee strategies, policies, practices and risks related to Corporate Responsibility matters; ● consider other governance matters, and as appropriate, make recommendations to the Board; and ● oversee the annual self-evaluation process of the Board and its committees. Independence The Nominating and Corporate Governance Committee is comprised entirely of directors who are independent under Nasdaq rules.


Compensation Committee Met 5 times in 2025 Current Committee Members: James A. Rasulo (CHAIR) Samuel E. Englebardt Robert Millard Cheryl Mills						Primary Responsibilities Include: ● review and approve corporate goals and objectives relevant to Chief Executive Officer and other executive officer compensation, evaluate the Chief Executive Officer’s and other executive officers’ performance in light of those goals and objectives and, either as a committee or together with the other independent directors, determine and approve the Chief Executive Officer’s and other executive officers’ compensation levels; ● approve all awards to executive officers under our incentive compensation plans, as well as adopt, administer, amend or terminate such plans; ● perform tasks similar to those in the two preceding bullets with respect to those other members of senior management whose compensation is the responsibility of our Board or whose compensation the Chief Executive Officer requests the Compensation Committee to review and affirm; ● approve all awards to employees, executives and officers under our equity-based plans and recommend to the Board the adoption, amendment or termination of any compensation plan under which stock may be issued; ● consider the results of the most recent stockholder advisory vote on executive compensation and to the extent the Compensation Committee determines it appropriate to do so, take such results into consideration in connection with the review and approval of executive officer compensation; ● assist our Board in developing and evaluating potential candidates for executive positions (including the Chief Executive Officer) and oversee the development of executive succession plans; ● administer and oversee the Company’s compensation recovery policy and stock ownership guidelines and approve, or recommend to the Board for approval, any changes to such policy; ● review the Company’s employee compensation policies and practices as they relate to risk management to determine whether such compensation practices and policies could be reasonably likely to have a material adverse effect on the Company; ● if applicable, review and discuss with management the Compensation Discussion and Analysis ("CD&A") and, based on that review and discussion, recommend to our Board that the CD&A be included in the proxy statement or annual report on Form 10-K; ● produce a Compensation Committee report on executive compensation for inclusion in the proxy statement or annual report, if required; and ● make recommendations to the Board regarding non-employee director compensation. Independence Each member of the Compensation Committee qualifies as an independent director under Nasdaq’s heightened independence standards for members of a compensation committee and as a “non-employee director” as defined in Section 16b-3 of the Exchange Act. Report The Report of the Compensation Committee is included on page 48 of this proxy statement.

SEC Form DEF 14A filed by iHeartMedia Inc.