What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-10 compared with 2025-08-11 · 167 added, 100 removed, 582 unchanged (31% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data) June 30,

(In thousands, except share and per share data) September 30,

2025 December 31,

33 unchanged sentences

Class B Common Stock, par value $ 0.001 per share, authorized 1,000,000,000 shares, issued and outstanding 21,187,332 and 21,285,914 shares in 2025 and 2024, respectively

Special Warrants, 5,039,323 issued and outstanding in each of 2025 and 2024

Special Warrants, 5,039,301 and 5,039,323 issued and outstanding in each of 2025 and 2024, respectively

Additional paid-in capital 2,991,809 2,975,703

9 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30,

(In thousands, except per share data) Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

9 unchanged sentences

Gain (loss) on investments, net ( 13,203 ) ( 103 ) ( 32,698 ) 91,479

Equity in loss of nonconsolidated affiliates ( 51 ) ( 61 ) ( 1 ) ( 106 )

Equity in earnings (loss) of nonconsolidated affiliates 13 ( 2,587 ) 12 ( 2,693 )

Loss on extinguishment of debt ( 109 ) — ( 1,569 ) —

28 unchanged sentences

Shares Special Warrants Total

March 31, 2025

June 30, 2025

131,307,592 21,187,567 5,039,323 $ 4,254 $ 152 $ 2,987,825 $ ( 4,704,787 ) $ ( 1,504 ) $ ( 12,189 ) $ ( 1,726,249 )

Net loss ( 508 ) — — ( 83,480 ) — — ( 83,988 )

Net income (loss) 503 — — ( 66,264 ) — — ( 65,761 )

Vesting of restricted stock and other 14,878 — 1 ( 1 ) — — ( 11 ) ( 11 )

1 unchanged sentence

Dividend declared and paid to noncontrolling interests ( 384 ) — — — — — ( 384 )

Other comprehensive income — — — — 279 — 279

June 30, 2025

Conversion of Special Warrants to Class A or Class B Shares 22 ( 22 ) — — — — — — —

Conversion of Class B Shares to Class A Shares 257 ( 257 ) — — — — — — —

Other comprehensive loss — — — — ( 287 ) — ( 287 )

September 30, 2025

131,322,727 21,187,332 5,039,301 $ 4,373 $ 153 $ 2,991,809 $ ( 4,771,051 ) $ ( 1,791 ) $ ( 12,200 ) $ ( 1,788,707 )

7 unchanged sentences

Shares Special Warrants Total

March 31, 2024

June 30, 2024

126,905,933 21,344,390 5,043,307 $ 5,683 $ 148 $ 2,962,275 $ ( 4,330,308 ) $ ( 1,596 ) $ ( 10,845 ) $ ( 1,374,643 )

7 unchanged sentences

Conversion of Class B Shares to Class A Shares 58,476 ( 58,476 ) — — — — — — —

Other comprehensive loss — — — — ( 249 ) — ( 249 )

June 30, 2024

Other comprehensive income — — — — 262 — 262

September 30, 2024

127,344,725 21,285,914 5,039,323 $ 5,236 $ 149 $ 2,969,013 $ ( 4,371,573 ) $ ( 1,334 ) $ ( 10,912 ) $ ( 1,409,421 )

14 unchanged sentences

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 loss ( 167 ) — — ( 364,704 ) — — ( 364,871 )

Net income (loss) 336 — — ( 430,968 ) — — ( 430,632 )

Vesting of restricted stock and other 3,750,090 — 4 ( 4 ) — — ( 1,247 ) ( 1,247 )

2 unchanged sentences

Dividends declared and paid to noncontrolling interests ( 1,252 ) — — — — — ( 1,252 )

Conversion of Special Warrants to Class A and Class B Shares

22 ( 22 ) — — — — — — —

Conversion of Class B Shares to Class A Shares 98,604 ( 98,604 ) — — — — — — —

Other comprehensive income — — — — 94 — 94

June 30, 2025

September 30, 2025

131,322,727 21,187,332 5,039,301 $ 4,373 $ 153 $ 2,991,809 $ ( 4,771,051 ) $ ( 1,791 ) $ ( 12,200 ) $ ( 1,788,707 )

18 unchanged sentences

Other comprehensive loss — — — — ( 206 ) — ( 206 )

June 30, 2024

September 30, 2024

127,344,725 21,285,914 5,039,323 $ 5,236 $ 149 $ 2,969,013 $ ( 4,371,573 ) $ ( 1,334 ) $ ( 10,912 ) $ ( 1,409,421 )

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) Six Months Ended June 30,

(In thousands) Nine Months Ended September 30,

Cash flows from operating activities:

9 unchanged sentences

(Gain) Loss on investments 32,698 ( 91,479 )

Equity in loss of nonconsolidated subsidiaries 1 106

Equity in (income) loss of nonconsolidated subsidiaries ( 12 ) 2,693

Barter and trade income ( 31,546 ) ( 28,779 )

4 unchanged sentences

(Increase) Decrease in other long-term assets ( 17 ) 347

Decrease in accounts payable ( 31,973 ) ( 9,575 )

Increase (Decrease) in accounts payable ( 28,797 ) 4,229

Decrease in accrued expenses ( 123,803 ) ( 57,051 )

Increase (Decrease) in accrued interest 26,274 ( 10,451 )

Increase (Decrease) in deferred revenue 28,720 ( 1,281 )

Decrease in other long-term liabilities ( 2,748 ) ( 286 )

Cash used for operating activities ( 54,123 ) ( 32,548 )

Increase in deferred revenue 10,863 2,048

Increase in other long-term liabilities 7,030 529

Cash provided by (used for) operating activities ( 63,672 ) 70,217

Cash flows from investing activities:

36 unchanged sentences

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 significant intercompany transactions are eliminated in the consolidation process.

All intercompany transactions are eliminated in the consolidation process.

Economic Conditions

4 unchanged sentences

economy could have a significant impact on the Company's ability to generate revenue and cash flows.

During the three months ended June 30, 2025, iHeartCommunications borrowed $ 100.0 million under the $ 450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility").

The Company performs its annual impairment test on goodwill and indefinite-lived intangible assets, including Federal Communication Commission ("FCC") licenses, as of July 1 of each year.

As a result of the 2025 annual testing, the Company recognized a non-cash impairment charge of $ 208.5 million on its FCC licenses as of September 30, 2025.

During 2024, the Company performed interim impairment testing which resulted in a non-cash impairment charge of $ 304.1 million on its FCC licenses as of June 30, 2024.

The annual impairment test for each reporting unit's goodwill resulted in no impairment charges as of September 30, 2025.

The interim impairment testing as of June 30, 2024 resulted in a non-cash impairment charge of $ 616.1 million to reduce the Company's goodwill balance.

During the nine months ended September 30, 2025, iHeartCommunications borrowed $ 100.0 million under the $ 450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility").

This borrowing was executed as a short-term liquidity management strategy to provide financial flexibility in response to recent market uncertainty.

The funds are available to support working capital requirements and general corporate purposes.

As of June 30, 2025, the ABL Facility had a borrowing base of $ 425.0 million, resulting in $ 290.8 million available for borrowing after considering the $ 100.0 million of outstanding borrowings and the $ 34.3 million of outstanding letters of credit .

As of June 30, 2025, the Company had approximately $ 235.9 million in cash and cash equivalents, and total available liquidity was $ 526.7 million.

As of September 30, 2025, the ABL Facility had a facility size of $ 450.0 million, resulting in $ 317.5 million available for borrowing after considering the $ 100.0 million of outstanding borrowings and the $ 32.5 million of outstanding letters of credit.

As of September 30, 2025, the Company had approximately $ 192.2 million in cash and cash equivalents, and total available liquidity was $ 509.8 million.

Based on current available liquidity, the Company expects to be able to meet its obligations as they become due over the coming year.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reclassifications

1 unchanged sentence

Restricted Cash

As of June 30, 2025 and December 31, 2024, the Company did not have any restricted cash balances on the Consolidated Balance Sheets.

As of September 30, 2025 and December 31, 2024, the Company did no t have any restricted cash balances on the Consolidated Balance Sheets.

Certain Relationships and Related Party Transactions

1 unchanged sentence

None of these ordinary course transactions have had a material impact on the Company.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

New Accounting Pronouncements Not Yet Adopted

2 unchanged sentences

The amendments of ASU 2023-09 are effective for annual periods beginning after December 15, 2024.

The Company intends to adopt this standard beginning with the 2025 annual period and is currently evaluating the impact of this standard on our annual disclosures, including method of adoption.

The Company will adopt this standard beginning with the 2025 annual period on a retrospective basis and is currently evaluating the impact of this standard on our annual disclosures.

In November 2024, the FASB issued Update 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

3 unchanged sentences

The Company is currently evaluating the impact of this standard on our 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 our financial statements, including timing and method of adoption.

IHEARTMEDIA, INC.

3 unchanged sentences

Disaggregation of Revenue

The following tables show revenue streams for the three and six months ended June 30, 2025 and 2024 :

The following tables show revenue streams for the three and nine months ended September 30, 2025 and 2024 :

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Eliminations Consolidated

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Revenue from contracts with customers:

12 unchanged sentences

Revenue from leases (8)

266 — — — 266

Revenue, total $ 591,207 $ 341,691 $ 66,605 $ ( 2,493 ) $ 997,010

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Revenue from contracts with customers:

18 unchanged sentences

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Eliminations Consolidated

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Revenue from contracts with customers:

14 unchanged sentences

Revenue, total $ 1,608,783 $ 942,834 $ 193,664 $ ( 7,517 ) $ 2,737,764

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Revenue from contracts with customers:

32 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2025 2024 2025 2024

1 unchanged sentence

Trade and barter expenses 68,215 67,243 166,778 159,210

In addition to the trade and barter revenue in the table above, the Company recognized $ 7.6 million and $ 6.8 million during the three months ended June 30, 2025 and 2024, respectively, and $ 17.8 million and $ 15.5 million during the six months ended June 30, 2025, and 2024, respectively, in connection with investments made in companies in exchange for advertising services.

In addition to the trade and barter revenue in the table above, the Company recognized $ 13.7 million and $ 13.3 million during the three months ended September 30, 2025 and 2024, respectively, and $ 31.5 million and $ 28.8 million during the nine months ended September 30, 2025, and 2024, respectively, in connection with investments made in companies in exchange for advertising services.

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2025 2024 2025 2024

7 unchanged sentences

The Company’s contracts with customers generally have terms of one year or less;

however, as of June 30, 2025, the Company expects to recognize $ 264.7 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 .

however, as of September 30, 2025, the Company expects to recognize $ 219.2 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 .

Commissions related to the Company’s media representation business have been excluded from this amount as they are contingent upon future sales.

13 unchanged sentences

The Company tests for impairment of assets whenever events and circumstances indicate that such assets might be impaired.

During the three and six months ended June 30, 2025, the Company recognized non-cash impairment charges of $ 2.6 million and $ 5.4 million, respectively, 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.

During the six months ended June 30, 2024, the Company recognized non-cash impairment charges of $ 1.5 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.

There were no lease impairments recognized during the three months ended June 30, 2024.

During the nine months ended September 30, 2025, the Company recognized non-cash impairment charges of $ 5.4 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.

There were no lease impairments recognized during the three months ended September 30, 2025.

During the nine months ended September 30, 2024, the Company recognized non-cash impairment charges of $ 1.5 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.

There were no lease impairments recognized during the three months ended September 30, 2024.

The implicit rate within the Company's lease agreements is generally not determinable.

2 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands) 2025 2024

2 unchanged sentences

20,166 15,542

(1) Lease liabilities from obtaining right-of-use assets include new leases entered into during the six months ended June 30, 2025 and 2024, respectively.

(1) Lease liabilities from obtaining right-of-use assets include new leases entered into during the nine months ended September 30, 2025 and 2024, 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 $ 17.2 million and $ 15.9 million for the three months ended June 30, 2025 and 2024, respectively.

The non-cash operating lease expense was $ 32.9 million and $ 31.5 million for the six months ended June 30, 2025 and 2024, respectively.

The non-cash operating lease expense was $ 14.7 million and $ 16.2 million for the three months ended September 30, 2025 and 2024, respectively.

The non-cash operating lease expense was $ 47.6 million and $ 47.7 million for the nine months ended September 30, 2025 and 2024, respectively.

IHEARTMEDIA, INC.

4 unchanged sentences

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

(In thousands) June 30,

(In thousands) September 30,

2025 December 31,

9 unchanged sentences

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

The Company performs its annual impairment test on goodwill and indefinite-lived intangible assets, including FCC licenses, as of July 1 of each year.

In addition, the Company tests for impairment of other intangible assets whenever events and circumstances indicate that such assets might be impaired.

As discussed in Note 1, Basis of Presentation , macroeconomic uncertainty, including persistent inflation and elevated interest rates, has contributed to slowing broadcast revenue growth and declines in margins.

These factors have negatively impacted the key assumptions used in the discounted cash flow models which are utilized to value our FCC licenses, particularly the industry profit margins used in estimating the market profitability.

The Company's FCC licenses are valued using a combination of direct and market valuation approaches.

Key assumptions in the direct valuation approach include market revenue growth rates, profit margin, and the risk-adjusted discount rate as well as other assumptions including market share, duration and profile of the build-up period, estimated start-up costs, and capital expenditures.

This data is populated using industry normalized information representing an average asset within a market.

The Company obtained the most recent broadcast radio industry revenue projections for use in the valuation model, as well as various other sources to analyze media and broadcast industry market forecasts and other data in developing the assumptions used for purposes of performing impairment testing on the Company's FCC licenses as of July 1, 2025.

FCC licenses valued using a market approach estimate the fair value by referencing recent transactions involving comparable spectrum assets.

This method considers observable market data, adjusted for differences in signal strength and market size.

Considerations in developing these assumptions included the expected impact on advertising revenues given the current market uncertainty, ranges of expected timing of recovery, discount rates and other factors.

Based on the Company's testing, the estimated fair values of its FCC licenses were below their carrying values.

As a result, the Company recognized a non-cash impairment charge of $ 208.5 million on its FCC licenses as of September 30, 2025.

During the nine months ended September 30, 2024, the Company performed interim impairment testing which resulted in the recognition of a non-cash impairment charge of $ 304.1 million on its FCC licenses.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Intangible Assets

3 unchanged sentences

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

(In thousands) June 30, 2025 December 31, 2024

(In thousands) September 30, 2025 December 31, 2024

Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization

4 unchanged sentences

Total $ 2,345,438 $ ( 1,578,946 ) $ 2,345,438 $ ( 1,417,856 )

Total amortization expense related to definite-lived intangible assets for the Company for the three months ended June 30, 2025 and 2024 was $ 53.7 million and $ 61.2 million, respectively.

Total amortization expense related to definite-lived intangible assets for the Company for the six months ended June 30, 2025 and 2024 was $ 107.4 million and $ 123.1 million, respectively.

Total amortization expense related to definite-lived intangible assets for the Company for the three months ended September 30, 2025 and 2024 was $ 53.7 million and $ 61.2 million, respectively.

Total amortization expense related to definite-lived intangible assets for the Company for the nine months ended September 30, 2025 and 2024 was $ 161.1 million and $ 184.3 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:

1 unchanged sentence

2026 $ 201,563

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3 unchanged sentences

Foreign currency — — 337 337

Balance as of June 30, 2025

Balance as of September 30, 2025

$ 731,501 $ 311,353 $ 62,639 $ 1,105,493

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

Goodwill Impairment Assessment

As discussed above, the Company performs its impairment test for each reporting unit’s goodwill as of July 1 of each year.

The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The goodwill impairment test requires measurement of the fair value of the Company's reporting units, which is compared to the carrying value of the reporting units, including goodwill.

Each of the Company's reporting units is valued using a discounted cash flow model which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate.

Terminal values were also estimated and discounted to their present value.

Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on the Company's budgets, business plans, economic projections, anticipated future cash flows and marketplace data.

There are inherent uncertainties related to these factors and in management’s judgment in applying these factors.

Based on the Company's impairment test as of July 1, 2025, it determined that the estimated fair values of all of its reporting units exceeded their carrying values, including goodwill.

Therefore, no impairment of goodwill was recorded.

During the nine months ended September 30, 2024, the Company performed interim impairment testing which resulted in the recognition of a non-cash impairment charge of $ 616.1 million to reduce the Company's goodwill balance.

While the Company believes it has made reasonable estimates and utilized reasonable assumptions to calculate the fair values of its indefinite-lived FCC licenses and reporting units, it is possible a material change could occur to the estimated fair value of these assets as a result of the uncertainty regarding the magnitude of the impact of current market conditions, as well as the timing of any recovery.

If the Company's actual results are not consistent with its estimates, the Company could be exposed to future impairment losses that could be material to its results of operations.

NOTE 5 – LONG-TERM DEBT

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

(In thousands) June 30, 2025 December 31, 2024

(In thousands) September 30, 2025 December 31, 2024

Asset-based Revolving Credit Facility due 2027 (1)

26 unchanged sentences

Total long-term debt $ 5,046,626 $ 5,048,968

(1) On May 22, 2025, iHeartCommunications borrowed $ 100.0 million under the ABL Facility, the proceeds of which were recorded as cash on the Balance Sheet as of June 30, 2025 .

(1) On May 22, 2025, iHeartCommunications borrowed $ 100.0 million under the ABL Facility, the proceeds of which were recorded as cash on the Balance Sheet as of September 30, 2025 .

(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 9.2 % and 9.4 % as of June 30, 2025 and December 31, 2024, respectively.

The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $ 3.7 billion and $ 4.1 billion as of June 30, 2025 and December 31, 2024, 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 June 30, 2025, the Company was in compliance with all covenants related to our debt agreements.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s weighted average interest rate was 9.2 % and 9.4 % as of September 30, 2025 and December 31, 2024, respectively.

The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $ 4.1 billion as of both September 30, 2025 and December 31, 2024.

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 September 30, 2025, the Company was in compliance with all covenants related to our debt agreements.

Surety Bonds and Letters of Credit

As of June 30, 2025, the Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit of $ 8.5 million and $ 34.3 million , respectively.

As of September 30, 2025, the Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit of $ 9.4 million and $ 32.5 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.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – COMMITMENTS AND CONTINGENCIES

15 unchanged sentences

NOTE 7 – INCOME TAXES

On July 4, 2025, the U.S.

government enacted a sweeping tax and spending reform law known as the One Big Beautiful Bill Act ("OBBBA"), which builds upon and expands the provisions of the 2017 Tax Cuts and Jobs Act and introduces significant changes to the U.S.

federal income tax system, effective beginning with the 2025 calendar year.

Key provisions of the legislation include the restoration of 100% bonus depreciation, immediate expensing of domestic research and development costs under a new Section 174A, and the reinstatement of the EBITDA-based limitation for the deductibility of business interest under Section 163(j).

These provisions were made permanent by the OBBBA.

The Company has recorded the impacts of the new OBBBA tax provisions in its financial statements for the period ended September 30, 2025.

The primary impacts of the legislation were increased tax amortization, depreciation, research and development expenses, and interest deductions in 2025.

As a result of these increased tax deductions, the Company now expects a reduction in its tax payments in current and future years.

Additionally, the Company recorded a reduction in its valuation allowance against certain deferred tax assets for the effects of the OBBBA tax provisions in the current period.

The income tax benefit associated with the change in valuation allowance increased the Company's effective tax rate as described below.

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

(In thousands) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Current tax expense $ ( 11,873 ) $ ( 16,969 ) $ ( 11,013 ) $ ( 20,387 )

Deferred tax benefit (expense) ( 6,380 ) 40,928 ( 142,599 ) 65,008

Current tax benefit (expense) $ 4,014 $ ( 23,066 ) $ ( 6,999 ) $ ( 43,453 )

Deferred tax benefit 161,595 2,231 18,996 67,239

Income tax benefit (expense) $ 165,609 $ ( 20,835 ) $ 11,997 $ 23,786

The effective tax rates for the three months ended June 30, 2025 and 2024 were ( 27.8 )% and 2.4 %, respectively.

The effective tax rates for the six months ended June 30, 2025 and 2024 were ( 72.7 )% and 4.3 %, respectively.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The effective tax rates for the three months ended September 30, 2025 and 2024 were 71.6 % and ( 101.7 )%, respectively.

The three month effective tax rate for the period ended September 30, 2025 was primarily impacted by the reduction in valuation allowances recorded during the period due to the enactment of the OBBBA tax provision.

This impact was offset by an increase in valuation allowance recorded against certain deferred tax assets arising in the current year, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company’s ability to utilize those assets in future periods which was also the primary driver to the effective tax rate for the three months ended September 30, 2024.

The deferred tax benefit in 2025 primarily related to the FCC license impairment charges recorded during the third quarter as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill , as well as the net change in valuation allowance during the period.

The deferred benefit was partially offset by deferred tax expense recorded for accelerated deductions primarily related to previously capitalized research and development costs under the OBBBA tax provision passed in July 2025.

The effective tax rates for the nine months ended September 30, 2025 and 2024 were 2.7 % and 2.2 %, respectively.

The effective tax rates were primarily impacted by the forecasted increase in valuation allowance against certain deferred tax assets, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company’s ability to utilize those assets in future periods.

The 2024 effective tax rates were also impacted by impairment charges to non-deductible goodwill recorded during the second quarter of 2024.

In 2025, these tax expenses were partially offset by the reduction in valuation allowance during the period ended September 30, 2025 due to the enactment of the OBBBA tax provisions discussed above.

The deferred tax benefits primarily related to the FCC license impairment charges recorded during the third quarter of 2025 and the second quarter of 2024 as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill , as well as disallowed interest expense.

The deferred benefit was partially offset by deferred tax expense recorded for the net change in valuation allowance against certain deferred tax assets, as well as accelerated deductions primarily related to previously capitalized research and development costs under the OBBBA tax provision passed in July 2025.

NOTE 8 – STOCKHOLDERS' DEFICIT

1 unchanged sentence

On April 21, 2021, the 2021 Long-Term Incentive Award Plan (the “2021 Plan”) was approved by stockholders and replaced the 2019 Plan.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2023 Annual Meeting of Stockholders, an increase to the shares authorized for issuance under the 2021 Plan was approved.

At our 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.

7 unchanged sentences

(In thousands) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

$ 11,613 $ 8,263 $ 27,902 $ 23,963

(1) Total share based compensation expense includes $ 2.6 million and $ 4.2 million of expense from cash settled awards for the three and six months ended June 30, 2025, respectively.

Total share based compensation expense includes $ 0.5 million of expense from cash settled awards for the six months ended June 30, 2024.

Share based compensation expense from cash settled awards was immaterial for the three months ended June 30, 2024.

As of June 30, 2025, there was $ 21.4 million of unrecognized compensation cost related to share-based compensation arrangements.

(1) Total share-based compensation expense includes $ 7.6 million and $ 11.8 million of expense from cash settled awards for the three and nine months ended September 30, 2025, respectively.

Total share-based compensation expense includes $ 1.5 million and $ 2.0 million of expense from cash settled awards for the three and nine months ended September 30, 2024.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025, there was $ 17.6 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 1.6 years and assumes Performance RSUs that have not reached their measurement dates will be fully earned at target.

3 unchanged sentences

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.

During the three months ended June 30, 2024 there were 29 Special Warrants exercised for an equivalent number of shares of Class A common stock.

There were no Special Warrants exercised for Class A common stock during the three months ended June 30, 2025.

During the three months ended June 30, 2025 and 2024 there were no Special Warrants exercised for Class B common stock.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the six months ended June 30, 2024 there were 58,563 Special Warrants exercised for an equivalent number of shares of Class A common stock.

There were no Special Warrants exercised for Class A common stock during the six months ended June 30, 2025.

During the six months ended June 30, 2025 and 2024 there were no Special Warrants exercised for Class B common stock.

Computation of Loss per Share

(In thousands, except per share data) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

Diluted ( 0.43 ) ( 0.27 ) ( 2.80 ) ( 6.90 )

(1) All of the outstanding Special Warrants are included in both the basic and diluted weighted average common shares outstanding of the Company for the three and six months ended June 30, 2025 and 2024.

(2) Outstanding equity service awards representing 12.6 million and 15.1 million shares of Class A common stock of the Company for the three months ended June 30, 2025 and 2024, respectively, and 14.6 million and 15.5 million shares of Class A common stock for the six months ended June 30, 2025 and 2024, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

(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 and nine months ended September 30, 2025 and 2024.

(2) Outstanding equity service awards representing 10.6 million and 14.8 million shares of Class A common stock of the Company for the three months ended September 30, 2025 and 2024, respectively, and 13.3 million and 15.2 million shares of Class A common stock for the nine months ended September 30, 2025 and 2024, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – SEGMENT DATA

9 unchanged sentences

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

The following tables present the Company's segment results:

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Revenue $ 591,207 $ 341,691 $ 66,605 $ — $ ( 2,493 ) $ 997,010

10 unchanged sentences

Share-based compensation expense ( 11,613 )

Operating income $ 35,370

Operating loss $ ( 116,277 )

Segment Assets $ 3,817,072 $ 615,099 $ 260,378 $ 397,365 $ ( 1,350 ) $ 5,088,564

1 unchanged sentence

Capital expenditures 11,547 4,748 4,812 2,159 — 23,266

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Revenue $ 619,544 $ 301,041 $ 90,050 $ — $ ( 2,502 ) $ 1,008,133

10 unchanged sentences

Share-based compensation expense ( 8,263 )

Operating loss $ ( 909,667 )

Operating income $ 76,720

Segment Assets $ 4,221,199 $ 599,265 $ 288,340 $ 671,519 $ ( 1,313 ) $ 5,779,010

1 unchanged sentence

Capital expenditures 13,615 5,924 1,376 8,505 — 29,420

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Revenue $ 1,608,783 $ 942,834 $ 193,664 $ — $ ( 7,517 ) $ 2,737,764

10 unchanged sentences

Share-based compensation expense ( 27,902 )

Operating income $ 9,936

Operating loss $ ( 106,341 )

Segment Assets $ 3,817,072 $ 615,099 $ 260,378 $ 397,365 $ ( 1,350 ) $ 5,088,564

1 unchanged sentence

Capital expenditures 28,174 15,010 13,191 6,618 — 62,993

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) Multiplatform Group Digital Audio Group Audio & Media Services Group Corporate and other reconciling items Eliminations Consolidated

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Revenue $ 1,688,914 $ 825,623 $ 229,300 $ — $ ( 7,574 ) $ 2,736,263

18 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements