UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 OR 15(Dd)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~November~~March 252, ~~2025~~2026

IHEARTMEDIA, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware

~~001-38987~~

~~26-0241222~~

001-38987

26-0241222

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

20880 Stone Oak Parkway

San Antonio, Texas 78258

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) ~~(Zip Code)~~

Registrant’s telephone number, including area code: (210) 253-5000

Not ~~applicable~~Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ 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. ☐

Item 52.02. Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Condition

On ~~November~~March 252, ~~2025~~2026, ~~iHeart Management Services~~iHeartMedia, Inc., issued a ~~subsidiary~~press ofrelease ~~iHeartMedia,~~announcing ~~Inc. (together with~~ its ~~subsidiaries,~~financial ~~the~~results ~~“Company”),~~for ~~entered into~~ the ~~Third~~quarter ~~Amendment to the Employment Agreement, effective September 5, 2019, between the Company~~ and ~~Michael~~year ~~McGuinness~~ended ~~(the “Amendment”). Pursuant to the Amendment, effective January~~December 131, ~~2026 (the “Effective Date”), Mr~~2025. ~~McGuinness’s~~ ~~title~~A ~~will~~copy ~~become Chief Financial Officer, reporting to the Company’s President & Chief Operating Officer, Richard Bressler. The Amendment extends the term~~ of the ~~Employment~~press ~~Agreement~~release ~~through~~is ~~June 30,~~furnished ~~2030.~~herewith Inas ~~addition,~~Exhibit ~~effective on the Effective Date, Mr~~99. ~~McGuinness’s annual salary is increased to $~~1~~.2 million,~~ ~~his annual bonus target will increase to 150% of his base salary~~ and ~~his~~is ~~annual~~incorporated ~~long-term~~herein ~~incentive~~by ~~grant will have a target grant date fair value of $1~~reference.~~5 million.~~

~~Biographical~~In ~~information~~accordance ~~for~~with MrGeneral Instruction B. ~~McGuinness~~2 of Form 8-K, ~~age~~the 48information in this report, ~~can~~including Exhibit 99.1, shall not be ~~found~~deemed in“filed” for the ~~Company’s~~purposes ~~definitive~~of ~~proxy~~Section ~~statement~~18 ~~for~~of the ~~2025~~Securities ~~annual~~Exchange ~~meeting~~Act of ~~stockholders~~1934 ~~filed~~(the ~~with~~“Exchange Act”) or otherwise subject to the ~~Securities~~liabilities ~~and~~of ~~Exchange~~that ~~Commission~~section, onnor ~~April 1~~shall such information, ~~2025~~including ~~and~~Exhibit is99.1, be deemed incorporated by reference ~~herein.~~in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.1*		Third Amendment to the Employment Agreement between the Company and Michael McGuinness, dated November 25, 2025.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

(d) Exhibits

* The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5)(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.


Exhibit No.						Description
99.1						Press Release issued by iHeartMedia, Inc. dated March 2, 2026
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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 hereunto duly authorized.

Date: December 1, 2025	IHEARTMEDIA, INC.
		IHEARTMEDIA, INC.
	By:		/s/ David Hillman
Date: March 2, 2026		By:		/s/ MICHAEL B. MCGUINNESS
	Name:		David Hillman
				Michael B. McGuinness
	Title:		Executive Vice President, Chief Legal Officer and Secretary
				Chief Financial Officer
				(Principal Financial Officer and Principal Accounting Officer)

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