What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-02-27 · 255 added, 249 removed, 1092 unchanged (32% of the section changed)

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We have audited the accompanying consolidated balance sheets of iHeartMedia, Inc.

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive loss, changes in stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive loss, changes in stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 2, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Multiplatform Group and Digital Audio Group Goodwill

Valuation of Multiplatform Group Reporting Unit Goodwill

Description of the Matter

As described in Note 1 and Note 4 to the consolidated financial statements, at December 31, 2024 the Company’s goodwill was $1.1 billion.

As described in Note 1 and Note 4 to the consolidated financial statements, at December 31, 2025 the Company’s goodwill was $1.1 billion, which includes $731.5 million of goodwill related to the Multiplatform Group (“MPG”) reporting unit.

Management conducts impairment tests for goodwill annually, or more frequently, if events or circumstances indicate the carrying value of goodwill may be impaired.

In the second quarter, the Company performed an interim impairment test which resulted in a goodwill impairment charge of $616.1 million related to the Multiplatform, and RCS reporting units.

Auditing management’s interim impairment tests for the Multiplatform Group ("MPG") and Digital Audio Group ("DAG") goodwill was complex and judgmental and required the involvement of a valuation specialist.

The fair value of these reporting units was estimated by the Company using a discounted cash flow approach.

The Company's discounted cash flow models involve assumptions such as changes in projected revenue growth rates, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and discount rates.

These assumptions are sensitive to and affected by expected future market or economic conditions.

The Company performed its annual impairment test for MPG goodwill as of July 1, 2025.

Auditing management’s impairment test for MPG’s goodwill was complex and judgmental and required the involvement of a valuation specialist.

The fair value of this reporting unit was estimated by the Company using a discounted cash flow model.

The Company’s discounted cash flow model involved assumptions such as projected revenue growth rates, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and discount rate.

These assumptions are sensitive to and are affected by expected future market or economic conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above and management's review of data used in their valuation models.

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the assumptions described above and management’s review of data used in their valuation models.

This included evaluating controls over the Company’s forecasting process used to develop the estimated future cash flows.

To test the estimated fair values of the MPG and DAG reporting units, our audit procedures included, among others, evaluating the Company's selection of the valuation methodology, evaluating the significant assumptions used by management, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions mentioned above.

We compared the projected cash flows to the Company’s historical cash flows and other available market forecast information, including third-party projections for the advertising industry.

We involved our valuation specialists to assist in reviewing the valuation methodology and testing the discount rates.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.

In addition, we also tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.

To test the estimated fair value of the MPG reporting unit, our audit procedures included, among others, evaluating the Company's selection of the valuation methodology, evaluating the significant assumptions used by management, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions.

We compared the projected cash flows to the Company’s historical cash flows, the Company’s peer group, and other available market forecast information, including third-party projections for the advertising industry.

We involved our valuation specialists to assist in reviewing the valuation methodology and testing the discount rate.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.

In addition, we also tested management’s reconciliation of the fair value of the reporting unit to the market capitalization of the Company.

Valuation of FCC licenses

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As described in Note 1 and Note 4 to the consolidated financial statements, at December 31, 2025 the Company’s FCC licenses with indefinite lives were $0.6 billion.

Management conducts impairment tests for indefinite-lived intangibles annually, or more frequently, if events or circumstances indicate the carrying value of indefinite-lived intangibles may be impaired.

In the second quarter, the Company performed an interim impairment test which resulted in FCC license impairment charges of $ 304.1 million.

Auditing management’s interim impairment tests for FCC licenses was complex and judgmental and required the involvement of a valuation specialist.

The fair value of the FCC license was estimated by the Company using a discounted cash flow approach and market approach.

The Company's discounted cash flow models involved assumptions such as changes in projected revenue growth rates, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and discount rates.

Management conducts impairment tests for FCC licenses annually, or more frequently, if events or circumstances indicate the carrying value of their FCC licenses may be impaired.

On July 1, 2025, the Company performed its annual impairment test which resulted in recorded FCC license impairment charges of $208.5 million.

The fair value of the FCC licenses was estimated by the Company using a combination of the discounted cash flow model and market approach.

Auditing management’s impairment test for FCC licenses using the discounted cash flow model was complex and judgmental and required the involvement of a valuation specialist.

The Company’s discounted cash flow models involved assumptions such as projected revenue growth rates, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) margins, and discount rates.

These assumptions are sensitive to and affected by expected future market or economic conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s FCC licenses impairment review process, including controls over management’s review of the significant assumptions described above and management’s review of data used in their valuation models.

To test the estimated fair values of the Company’s FCC licenses, our audit procedures included, among others, evaluating the Company's selection of the valuation methodology, evaluating the significant assumptions used by management, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions mentioned above.

We compared the projected revenue growth rates and EBITDA margins utilized within the Company's forecasted cash flows to external third-party projections for the advertising industry, to the Company's peer group, and to the recent historical results of the Company.

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s FCC licenses impairment review process, including controls over management’s review of the assumptions described above and management’s review of data used in their valuation models.

To test the estimated fair values of the Company’s FCC licenses, our audit procedures included, among others, evaluating the Company's selection of the valuation methodology, evaluating the assumptions used by management, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions.

We compared the projected revenue growth rates and EBITDA margins utilized within the forecasted cash flows to external third-party projections for the advertising industry, to the Company’s peer group, and to the recent historical results of the Company.

We involved our valuation specialists to assist in reviewing the valuation methodology and testing the discount rates.

Further, we involved our valuation specialist to assist in recalculating the fair values determined under the market approach.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the FCC licenses that would result from changes in the assumptions.

Comprehensive Debt Exchange Transaction

Description of the Matter

As described in Note 1 and Note 6 to the consolidated financial statements, on December 20, 2024 the Company completed a comprehensive debt exchange offer and consent solicitation (“the Transaction”) whereby a portion of its existing 6.375% Senior Secured Notes due 2026, 5.250% Senior Secured Notes due 2027, 4.750% Senior Secured Notes due 2028, 8.375% Senior Notes due 2027, and its Senior Secured First Lien Term Loans due 2026 (collectively “Existing Notes”) were exchanged for new Senior Secured First Lien Notes, new Senior Secured Second Lien Notes, and new Senior Secured First Lien Term Loans (collectively “New Notes”).

The exchange with certain debt holders who participated in the Transaction was accounted for as troubled debt restructuring (“TDR”), while the exchange with remaining debt holders who participated in the Transaction was accounted for as a modification under ASC 470, Debt.

As a result of the Transaction, the Company recorded the income tax effects of the transaction as described in Note 8.

Auditing management’s accounting for the Transaction was challenging due to the discrete analysis of the terms of the exchange for each lender which necessitated the use of professionals with specialized knowledge to address various components of the transaction.

In addition, evaluating the income tax effects of the Transaction was complex as it required the use of tax and valuation specialists to audit the calculations used in determining the associated tax benefit recorded.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting for the Transaction, including management's review controls over the technical accounting aspects of the Transaction, the related calculations described above and the income tax effects of the Transaction.

Our procedures included, among others, reading the underlying agreements and assessing the terms in relation to the relevant accounting principles, testing of the completeness and accuracy of the underlying data and testing the calculations supporting the TDR and debt modification accounting.

Specifically, we recalculated the TDR assessments and the debt modification versus debt extinguishment assessments that were performed for each debt holder and evaluated the methodology in accordance with the relevant accounting principles We vouched cash paid in the Transaction and tested a sample of transaction costs for completeness and accuracy.

We also obtained external confirmations from legal representatives with respect to the completeness of documents associated with the Transaction to be considered in the Company’s accounting assessments.

With respect to the income tax accounting for the transaction, we evaluated management’s calculations and tax technical positions.

We involved our valuation specialists to assist us in auditing the related valuations used to support the tax accounting principles and tax technical guidance.

Additionally, we have recalculated the impairment charges recorded to FCC Licenses where the estimated fair value is below their carrying values at the impairment assessment date.

/s/ Ernst & Young LLP

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San Antonio, Texas

February 27, 2025

March 2, 2026

CONSOLIDATED BALANCE SHEETS OF

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Other operating expense 10,634 2,767 4,361

Operating income (loss) ( 763,108 ) ( 797,311 ) 56,860

Operating loss ( 20,640 ) ( 763,108 ) ( 797,311 )

Interest expense, net 402,535 379,434 389,775

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Gain (loss) on extinguishment of debt and exchange costs ( 1,577 ) ( 97,305 ) 56,724

Other expense, net ( 926 ) ( 655 ) ( 2,295 )

Other income (expense), net 1,093 ( 926 ) ( 655 )

Loss before income taxes ( 473,682 ) ( 1,167,896 ) ( 1,162,677 )

Income tax benefit (expense) 158,402 62,338 ( 4,719 )

Income tax benefit 1,795 158,402 62,338

Net loss ( 471,887 ) ( 1,009,494 ) ( 1,100,339 )

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Conversion of Class B Shares to Class A Shares 129,877 ( 129,877 ) — — — — — — —

Other comprehensive loss — — — — ( 1,074 ) — ( 1,074 )

Other comprehensive income — — — — 203 — 203

Balances at December 31, 2023

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Conversion of Class B Shares to Class A Shares 61,449 ( 61,449 ) — — — — — — —

Other comprehensive income — — — — 203 — 203

Other comprehensive loss — — — — ( 757 ) — ( 757 )

Balances at December 31, 2024

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Conversion of Class B Shares to Class A Shares 195,740 ( 195,740 ) — — — — — — —

Other comprehensive loss — — — — ( 757 ) — ( 757 )

Other comprehensive income — — — — 7 — 7

Balances at December 31, 2025

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(Increase) Decrease in prepaid & other current assets ( 32,519 ) 11,470 ( 5,388 )

(Increase) Decrease in other long-term assets 814 7,269 ( 4,776 )

Decrease in other long-term assets 852 814 7,269

Increase (Decrease) in accounts payable 18,597 18,593 ( 3,097 )

Increase (Decrease) in accrued expenses ( 40,694 ) 54,508 87,773

Decrease in accrued interest ( 39,453 ) ( 2,177 ) ( 3,818 )

Increase (Decrease) in accrued interest 43,805 ( 39,453 ) ( 2,177 )

Increase (Decrease) in deferred revenue 26,003 ( 18,179 ) 18,135

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Cash flows from investing activities:

Proceeds from sale of investment securities 101,756 3,864 902

Purchases of property, plant and equipment ( 81,672 ) ( 97,594 ) ( 102,670 )

Proceeds from disposal of assets 21,539 3,154 56,956

Proceeds from sale of investment securities 1,656 101,756 3,864

Change in other, net ( 7,763 ) ( 6,808 ) ( 9,484 )

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Cash flows from financing activities:

Proceeds from revolving credit facilities 100,000 — —

Payments on revolving credit facilities ( 50,000 ) — —

Payments on long term debt ( 62,360 ) ( 151,357 ) ( 148,433 )

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Cash paid during the year for interest $ 361,175 $ 427,467 $ 392,687

Cash paid during the year for income taxes 13,394 14,006 35,417

Cash paid during the year for income taxes, net 16,330 13,394 14,006

See Notes to Consolidated Financial Statements

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The Company's advertising revenue, cash flows, and cost of capital are impacted by changes in economic conditions.

Higher interest rates and high inflation have contributed to a challenging macroeconomic environment since 2022.

Higher interest rates and inflation have continued to contribute to a challenging macroeconomic environment.

This challenging environment has led to broader market uncertainty which has impacted the Company's revenues and cash flows.

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

Economic uncertainty due to inflation and higher interest rates since 2022 has resulted in, among other things, lower advertising spending by businesses.

This challenging economic environment has led to broader market uncertainty, has delayed our expected recovery, and has had an adverse impact on the Company's revenues, cash flows, and trading values of the Company's debt and equity securities which indicated a need for the Company to perform an interim impairment test as of June 30, 2024 on the goodwill recorded in its reporting units, as well as its indefinite-lived Federal Communication Commission ("FCC") licenses.

The June 30, 2024 testing resulted in non-cash impairment charges of $ 616.1 million and $ 304.1 million to reduce the goodwill and FCC license balances, respectively.

No impairment was required as a result of the 2024 annual impairment testing.

As of December 31, 2024, the Company had $ 259.6 million in cash and cash equivalents, and the $ 450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility") had a facility size of $ 450.0 million, no outstanding borrowings and $ 23.7 million of outstanding letters of credit, resulting in $ 426.3 million of borrowing base

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 July 1, 2025 and for the year ended December 31, 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 July 1, 2025 and for the year ended December 31, 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.

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

availability.

The Company's total available liquidity as of December 31, 2024 was approximately $ 685.9 million.

During the year ended December 31, 2025, iHeartCommunications borrowed $100.0 million under the $ 450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (as amended, the "ABL Facility").

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

During the fourth quarter of 2025, the Company repaid $50.0 million of the outstanding balance.

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

As of December 31, 2025, the ABL Facility had a facility size of $ 450.0 million and $ 31.1 million in outstanding letters of credit, resulting in $ 368.9 million available for borrowing following the $ 50.0 million of outstanding borrowings.

As of December 31, 2025, the Company had approximately $ 270.9 million in cash and cash equivalents, and total available liquidity was $ 639.8 million.

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

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The Company accounts for these payments in conformity with the provisions of ASC 805-20-30, which establish the requirements related to recognition of certain assets and liabilities arising from contingencies.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property, Plant and Equipment

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Furniture and other equipment – 5 to 7 years

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Leasehold improvements – shorter of economic life or lease term assuming renewal periods, if appropriate

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As such, the Company uses the incremental borrowing rate ("IBR") to determine the present value of lease payments at the commencement of the lease.

The IBR, as defined in ASC 842, is "the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment." The Company elected to use the practical expedient to not separate non-lease components from the associated lease component for all classes of the Company's assets.

When the Company decides to abandon a leased property before the expiration of the lease term, management assesses whether such property will be subleased.

If it is determined that subleasing the property for the remaining lease term is reasonable, management estimates the fair value of the sublease payments to be received and compares the estimated fair value to the ROU asset.

To the extent the estimated fair value is less than the net book value of the ROU asset, the Company records a non-cash impairment charge for the difference, and the remaining ROU asset is recorded ratably over the remaining lease term.

If it is determined that subleasing the property for the remaining lease term is not reasonable (e.g., the remaining lease term is too

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

short to reasonably expect the property to be subleased), amortization of the net book value of the ROU asset is accelerated and recognized as expense ratably from the decision date to the date the Company ceases use of the property.

practical expedient to not separate non-lease components from the associated lease component for all classes of the Company's assets.

When the Company decides to abandon a leased property before the expiration of the lease term, management assesses whether such property will be subleased.

If it is determined that subleasing the property for the remaining lease term is not reasonable (e.g., the remaining lease term is too short to reasonably expect the property to be subleased), amortization of the net book value of the ROU asset is accelerated and recognized as expense ratably from the decision date to the date the Company ceases use of the property.

Indefinite-lived Intangible Assets

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The Company’s indefinite-lived intangible assets are not subject to amortization, but are tested for impairment at least annually.

The Company tests for possible impairment of indefinite-lived intangible assets whenever events or changes in circumstances, such as a significant reduction in operating cash flow or a dramatic change in the manner for which the asset is intended to be used indicate that the carrying amount of the asset may not be recoverable.

The Company performs its annual impairment test for its FCC licenses using a direct valuation technique as prescribed in ASC 805-20-S99.

The Company tests for possible impairment of indefinite-lived intangible assets whenever events or changes in circumstances, such as a significant reduction in operating cash flow or a significant change in the manner for which the asset is intended to be used indicate that the carrying amount of the asset may not be recoverable.

The Company performs its annual impairment test for its FCC licenses using a combination of direct and market valuation approaches.

The Company engages a third-party valuation firm to assist the Company in the development of these assumptions and the Company’s determination of the fair value of its FCC licenses.

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After an impairment loss is recognized, the adjusted carrying amount of the indefinite-lived asset is its new accounting basis.

The fair value of the indefinite-lived asset is determined using the direct valuation method as prescribed in ASC 805-20-S99.

Under the direct valuation method, the fair value of the indefinite-lived assets is calculated at the market level as prescribed by ASC 350-30-35.

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Initial capital costs are deducted from the discounted cash flow model which results in value that is directly attributable to the indefinite-lived intangible assets.

The Company's key assumptions using the direct valuation method are 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.

Key assumptions using the direct valuation method are 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 recent broadcast radio industry revenue projections which it considered along with various other sources of data in developing the assumptions used for purposes of performing impairment testing on its FCC licenses.

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.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

applying the market approach, the Company considered current market conditions and industry trends in evaluating the relevance and comparability of observed transactions.

Other Intangible Assets

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These assets are recorded at amortized cost.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In accordance with ASC 360, we assess the recoverability of definite-lived intangible assets whenever events and circumstances indicate that they might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.

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Due to their short maturity, the carrying amounts of accounts and notes receivable, accounts payable, accrued liabilities, and short-term borrowings approximated their fair values at December 31, 2025 and 2024.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Long-Term Debt

In connection with the completed exchange offers, the Company performed an assessment by debt holder and determined that a portion met the criteria for the exchange transactions to be accounted for as a troubled debt restructuring under ASC 470-60 and a portion met the criteria for exchange transactions to be accounted for as a modification under ASC 470-50.

In connection with the completed exchange offers in December 2024, the Company performed an assessment by debt holder and determined that a portion met the criteria for the exchange transactions to be accounted for as a troubled debt restructuring under ASC 470-60 and a portion met the criteria for exchange transactions to be accounted for as a modification under ASC 470-50.

In both instances, the carrying value of the applicable new debt was established at the carrying value of the applicable existing debt and the Company established new effective interest rates based on the carrying value of the existing debt prior to the debt exchange.

The difference between the carrying value of the existing debt and the new debt is reflected as debt premium.

For more information regarding the previously announced exchange offers and consent solicitations, refer to Note 6, Long-Term Debt .

For more information regarding the completed exchange offers, refer to Note 6, Long-Term Debt .

The Company accounts for income taxes using the liability method.

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The Company has not provided U.S.

federal income taxes for

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

temporary differences with respect to investments in foreign subsidiaries.

federal income taxes for temporary differences with respect to investments in foreign subsidiaries.

It is not apparent that these temporary differences will reverse in the foreseeable future.

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The Company’s media representation contracts typically have terms up to ten years in duration and are generally billed monthly upon satisfaction of the performance obligations.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recognizes revenue in amounts that reflect the consideration it expects to receive in exchange for transferring goods or services to customers, excluding sales taxes and other similar taxes collected on behalf of governmental authorities (the "transaction price”).

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These free or discounted services are typically provided in the same performance period.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Contract Costs

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Reclassifications

Certain prior period amounts have been reclassified to conform to the 2024 presentation.

Certain prior period amounts have been reclassified to conform to the 2025 presentation, including reclassifying prepaid expense assets associated with trade and barter arrangements from “(Increase) Decrease in prepaid expenses and other current assets” to “Barter and trade income” in the Consolidated Statements of Cash Flows.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Cash

As of December 31, 2024 and 2023, the Company did not have any restricted cash balances on the Consolidated Balance Sheets.

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

Certain Relationships and Related Party Transactions

From time to time, certain companies in which the Company holds minority equity interests, purchase advertising in the ordinary course.

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

New Accounting Pronouncements Recently Adopted

In December 2023, the FASB issued Update 2023-07 - Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”), an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and disclosure of expenses provided to the CODM that are included within the reported measure of segment profit or loss .

The Company retrospectively adopted this guidance during the fourth quarter of 2024.

New Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued Update 2023-09 - Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which enhances the disclosure requirements for income tax rate reconciliation, domestic and foreign income taxes paid, and unrecognized tax benefits.

Improvements to Income Tax Disclosures, which enhances the disclosure requirements for income tax rate reconciliation, domestic and foreign income taxes, and unrecognized tax benefits.

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

Early adoption is permitted, and should be applied prospectively.

We are currently evaluating the impact of this standard on our annual disclosures.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company retrospectively adopted this guidance beginning with the 2023 annual period.

New Accounting Pronouncements Not Yet Adopted

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

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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 disclosures, including timing and method of adoption.

The Company is currently evaluating the impact of this standard on its disclosures, including timing and method of adoption.

In September 2025, the FASB issued Update 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which modernizes the accounting guidance for internal-use software costs.

The amendments of ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and for interim reporting periods within those annual reporting periods.

Early adoption is permitted and the amendments may be applied prospectively or retrospectively.

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

In December 2025, the FASB issued Update 2025-12 — Codification Improvements, which provides for several updates to the codification.

The amendments of ASU 2025-12 are effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods and early adoption is permitted.

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

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – REVENUE

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Trade and barter expenses ( 295,436 ) ( 260,464 ) ( 234,984 )

In addition to the trade and barter revenue in the table above, the Company recognized barter revenue of $ 51.9 million, $ 33.3 million, and $ 40.7 million for the years ended December 31, 2024, 2023, and 2022, respectively, in connection with investments made in companies in exchange for advertising services.

Barter revenues for investments (1)

55,309 51,874 33,315

Total trade and barter income $ 141,131 $ 53,170 $ 54,052

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

The increase in trade and barter revenues and expenses in 2025 is the result of strategic marketing initiatives as discussed in Part II, Item 7 of this Annual Report on Form 10-K.

Deferred Revenue

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The Company’s contracts with customers generally have a term of one year or less.

However, as of December 31, 2024, the Company expects to recognize $ 232.9 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration of 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.

However, as of December 31, 2025, the Company expects to recognize $ 274.0 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration of greater than one year, with substantially all of this amount

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

NOTE 3 – LEASES

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Total operating lease liability $ 735,160

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides supplemental cash flow information related to leases:

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(1) Lease liabilities from obtaining right-of-use assets includes new leases entered into during the years ended December 31, 2025, 2024, and 2023.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company reflects changes in the lease liability and changes in the ROU asset on a net basis in the Statements of Cash Flows.

13 unchanged sentences

Property, plant and equipment, net $ 398,240 $ 489,843

In September 2023, the Company completed a sale-leaseback of 122 of our broadcast tower sites and related assets for $ 45.3 million, and entered into operating leases for the use of space on 121 of the broadcast tower sites and related assets sold.

The Company realized a net loss of $ 3.2 million on the sale, which was recorded in Other operating expense, net in the Statement of Comprehensive Loss.

Indefinite-lived Intangible Assets

The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Multiplatform Group segment and were $ 0.8 billion and $ 1.1 billion at December 31, 2024 and 2023, respectively.

The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Multiplatform Group segment and were $ 601.4 million and $ 809.9 million at December 31, 2025 and 2024, respectively.

FCC broadcast licenses are granted to radio stations for up to eight years under the Telecommunications Act of 1996 (the “Act”).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As discussed in Note 1, Basis of Presentation , economic uncertainty due to inflation and higher interest rates since 2022 has resulted in, among other things, lower advertising spending by businesses.

This economic uncertainty has had an adverse impact on the Company's revenues and cash flows.

In addition, the economic uncertainty has had a significant impact on the trading values of the Company's debt and equity securities for a sustained period.

As a result, the Company performed an interim impairment test as of June 30, 2024 on its FCC licenses, which resulted in a non-cash impairment charge of $ 304.1 million to the FCC licenses balance in the second quarter of 2024.

No impairment was identified related to our FCC licenses as part of the 2024 annual impairment test performed during the third quarter.

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.

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

As a result, the Company recorded a non-cash impairment charge of $ 208.5 million to the FCC licenses balance as part of the 2025 annual impairment test in the third quarter of 2025.

The Company recognized a non-cash impairment charge of $ 304.1 million on its FCC licenses as a result of the interim impairment assessment performed in the second quarter of 2024.

No impairment was identified related to our FCC licenses as part of the 2024 annual impairment test performed during the third quarter.

The Company recognized a non-cash impairment charge of $ 302.1 million on its FCC licenses as part of the 2022 annual impairment testing.

The Company recognized a non-cash impairment charge of $ 363.6 million on its FCC licenses as part of the interim impairment testing performed in the second quarter of 2023.

No impairment was identified related to our FCC licenses as part of the 2023 annual impairment test performed during the third quarter.

Since our emergence from bankruptcy in 2019, we have recorded $ 1.7 billion of cumulative impairment charges to our FCC licenses.

20 unchanged sentences

Impairment ( 608,958 ) — ( 7,127 ) ( 616,085 )

Acquisitions — 3,375 — 3,375

Foreign currency — ( 73 ) ( 169 ) ( 242 )

1 unchanged sentence

$ 731,501 $ 311,353 $ 62,302 $ 1,105,156

Impairment ( 608,958 ) — ( 7,127 ) ( 616,085 )

Foreign currency — — 340 340

1 unchanged sentence

$ 731,501 $ 311,353 $ 62,642 $ 1,105,496

(1) Beginning goodwill balance is presented net of prior accumulated impairment losses of $ 1.2 billion related to the Multiplatform Group segment.

Refer to the table above for impairments recorded in 2024 and 2023.

(1) Beginning goodwill balance is presented net of prior accumulated impairment losses of $ 1.3 billion related to the Multiplatform Group, $ 439.4 million related to the Digital Audio Group and $ 34.5 million related to the Audio & Media Services Group.

Goodwill Impairment

The Company performs its annual impairment test on our goodwill as of July 1 of each year.

The Company performs its annual impairment test of 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.

The impairment testing performed as of June 30, 2024 indicated that carrying values of the Company's Multiplatform and RCS reporting units exceeded their fair values.

The fair value of our Digital and Katz reporting units exceeded its carrying value.

As discussed above, economic uncertainty has had a significant impact on the Company's revenue and cash flows, as well as the trading values of the Company's debt and equity securities for a sustained period.

The June 30, 2024 interim impairment test resulted in a $ 616.1 million impairment of goodwill.

In determining the fair value of our reporting units, the Company considered industry and market factors including trading multiples of similar businesses and the trading prices of its debt and equity securities.

In determining the fair value of the reporting units, the Company considered industry and market factors including trading multiples of similar businesses and the trading prices of its debt and equity securities.

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 year ended December 31, 2024, the Company performed an interim impairment test as of June 30, 2024, which resulted in the recognition of a non-cash goodwill impairment charge of $ 616.1 million.

There were no significant changes to assumptions used for the 2024 annual impairment test.

No impairment was identified related to our goodwill balance as a result of the 2024 annual impairment test performed during the third quarter.

No impairment was identified related to the goodwill balance as a result of the 2024 annual impairment test performed during the third quarter.

The Company also recognized non-cash impairment of $ 595.5 million as a result of its interim impairment test performed as of June 30, 2023.

No impairment was identified related to our goodwill balance as a result of the 2023 annual impairment test performed during the third quarter of 2023.

No goodwill impairment was recorded for 2022.

No impairment was identified related to the goodwill balance as a result of the 2023 annual impairment test performed during the third quarter of 2023.

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.

IHEARTMEDIA, INC.

8 unchanged sentences

Equity in loss of nonconsolidated affiliates — ( 2,646 ) — — ( 2,646 )

Disposals — — — ( 3,864 ) ( 3,864 )

Loss on investments ( 15,591 ) — ( 7,167 ) ( 5,372 ) ( 28,130 )

Disposals / cash received — — ( 101,357 ) ( 399 ) ( 101,756 )

Gain (loss) on investments, net ( 14,442 ) — 91,123 ( 1,158 ) 75,523

Conversions and other ( 9,752 ) — 9,457 — ( 295 )

3 unchanged sentences

Equity in loss of nonconsolidated affiliates — ( 6,998 ) — — ( 6,998 )

Disposals — — ( 101,357 ) ( 399 ) ( 101,756 )

Disposals / cash received ( 5,960 ) — ( 1,656 ) — ( 7,616 )

Gain (loss) on investments, net ( 11,993 ) — ( 31,287 ) 255 ( 43,025 )

15 unchanged sentences

Term Loan Facility due 2026 5,095 5,095

5,095 1,864,032

Incremental Term Loan Facility due 2026 1,500 1,500

1,500 401,220

Term Loan Facility due 2029 (2)

6.375 % Senior Notes due 2026 (2)(3)

2,124,267 2,145,724

1 unchanged sentence

44,644 44,644

5.25 % Senior Notes due 2027

8.375 % Senior Unsecured Notes due 2027

3 unchanged sentences

9.125 % First Lien Notes due 2029

717,588 717,588

7.75 % First Lien Notes due 2030

661,285 661,285

7.00 % First Lien Notes due 2031

178,443 178,443

10.875 % Second Lien Notes due 2030

675,165 675,165

Other subsidiary debt (3)

Original issue discount ( 4,247 ) ( 7,558 )

Long-term debt fees ( 7,220 ) ( 8,974 )

Debt Premium (4)

242,151 289,752

Total debt 5,053,091 5,071,469

1 unchanged sentence

Total long-term debt $ 4,979,662 $ 5,048,968

(1) On November 6, 2024, the Company amended its ABL Credit Agreement that provides the $ 450 million senior secured asset-based revolving credit facility (the "ABL Facility"), providing for, among other things, the applicable rate with respect to the loans provided thereunder to be increased by 0.50 % and certain of the covenants and default provisions to become amended.

Refer to the 'ABL Amendment' section below for more information.

As of December 31, 2024, the ABL Facility had a facility size of $ 450.0 million, no outstanding borrowings and $ 23.7 million of outstanding letters of credit, resulting in $ 426.3 million of borrowing base availability.

(2) On December 20, 2024, the Company completed its previously announced exchange offers and consent solicitations.

Refer to the 'Debt Exchange Transaction,' 'New Indentures;

New Term Loan Credit Agreement,' and 'Supplemental Indentures' sections below for more information.

(3) Subsequent to the Debt Exchange Transaction, the 6.375 % Senior Notes and the 5.25 % Senior Notes are no longer secured.

(4) Other subsidiary debt consists of finance lease obligations maturing at various dates from 2025 through 2045.

(5) The difference between the carrying value of the exchanged 5.250 % Senior Secured Notes, 4.750 % Senior Secured Notes, and 8.375 % Notes and the principal amount of the 7.75 % First Lien Notes due 2030, 7.00 % First Lien Notes due 2031 and the 10.875 % Second Lien Notes due 2030 was recorded as debt premium and will be reduced as contractual interest payments are made.

(1) During the quarter ended December 31, 2025, the Company repaid $ 50.0 million of the $ 100.0 million previously borrowed under its ABL Facility during 2025.

As of December 31, 2025, the ABL Facility had a facility size of $ 450.0 million, $ 50.0 million outstanding borrowings and $ 31.1 million in outstanding letters of credit, resulting in $ 368.9 million of borrowing base availability.

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

(3) Other subsidiary debt consists of finance lease and other contractual obligations maturing at various dates from 2026 through 2045.

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

The Company’s weighted average interest rate was 9.0 % and 9.4 % as of December 31, 2025 and December 31, 2024, respectively.

2 unchanged sentences

As of December 31, 2025, we were in compliance with all covenants related to the Company's debt agreements.

Debt Exchange Transaction

On December 20, 2024 (the “Settlement Date”), iHeartCommunications completed its exchange offers and consent solicitations whereby iHeartCommunications exchanged:

(i) $ 755.4 million principal amount of the existing 6.375 % Senior Notes due 2026 (the “2026 Senior Notes”) for $ 717.6 million principal amount of the new 9.125 % Senior Secured First Lien Notes due 2029 (the “2029 First Lien Notes”) and cash consideration of $ 37.6 million,

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Debt Exchange Transaction

On December 20, 2024 (the “Settlement Date”), iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged:

(i) $ 755.4 million principal amount of the existing 6.375 % Senior Secured Notes due 2026 (the “2026 Secured Notes”) for $ 717.6 million principal amount of the new 9.125 % Senior Secured First Lien Notes due 2029 (the “2029 First Lien Notes”) and cash consideration of $ 37.6 million,

(ii) $ 743.0 million principal amount of the existing 5.250 % Senior Secured Notes due 2027 (the “2027 Secured Notes”) for $ 661.3 million principal amount of the new 7.750 % Senior Secured First Lien Notes due 2030 (the “2030 First Lien Notes”),

(ii) $ 743.0 million principal amount of the existing 5.250 % Senior Notes due 2027 (the “2027 Senior Notes”) for $ 661.3 million principal amount of the new 7.750 % Senior Secured First Lien Notes due 2030 (the “2030 First Lien Notes”),

(iii) $ 223.1 million principal amount of the existing 4.750 % Senior Secured Notes due 2028 (the "2028 Secured Notes") for $ 178.4 million principal amount of the new 7.000 % Senior Secured First Lien Notes due 2031 (the “2031 First Lien Notes” and, together with the 2029 First Lien Notes and the 2030 First Lien Notes, the “First Lien Notes”),

11 unchanged sentences

(“BofA”), as administrative agent and collateral agent, and each lender party thereto.

The 2029 First Lien Notes will mature on May 1, 2029, bear interest at an initial rate of 9.125 % per annum (subject to decreases in the future upon the achievement of certain credit ratings on such 2029 First Lien Notes) and interest will be payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 2025.

The 2030 First Lien Notes will mature on August 15, 2030, bear interest at an initial rate of 7.750 % per annum (subject to decreases in the future upon the achievement of certain credit ratings on such 2030 First Lien Notes) and interest will be payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2025.

The 2031 First Lien Notes will mature on January 15, 2031, bear interest at an initial rate of 7.000 % per annum (subject to decreases in the future upon the achievement of certain credit ratings on such 2031 First Lien Notes) and interest will be payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2025.

The Second Lien Notes will mature on May 1, 2030, bear interest at an initial rate of 10.875 % per annum (subject to decreases in the future upon the achievement of certain credit ratings on such Second Lien Notes) and interest will be payable semi-annually on May 1 and November 1 of each year, beginning on May 1, 2025.

The New Term Loans will mature on May 1, 2029, and bear interest at a rate per annum based on, at iHeartCommunications’ election, either (1) adjusted term SOFR, subject to a 0 % floor, plus an initial applicable margin of 5.775 % (subject to decreases in the future upon iHeartCommunications obtaining certain corporate credit ratings) or (2) an alternate base rate plus an initial applicable margin of 4.775 % (subject to decrease in the future upon iHeartCommunications obtaining certain corporate credit

The 2029 First Lien Notes will mature on May 1, 2029, bear interest at an initial rate of 9.125 % per annum (subject to decreases in the future upon the achievement of certain credit ratings on such 2029 First Lien Notes) and interest is payable semi-annually on February 1 and August 1 of each year.

The 2030 First Lien Notes will mature on August 15, 2030, bear interest at an initial rate of 7.750 % per annum (subject to decreases in the future upon the achievement of certain credit ratings on such 2030 First Lien Notes) and interest is payable semi-annually on February 15 and August 15 of each year.

The 2031 First Lien Notes will mature on January 15, 2031, bear interest at an initial rate of 7.000 % per annum (subject to decreases in the future upon the achievement of certain credit ratings on such 2031 First Lien Notes) and interest is payable semi-annually on January 15 and July 15 of each year.

The Second Lien Notes will mature on May 1, 2030, bear interest at an initial rate of 10.875 % per annum (subject to decreases in the future upon the achievement of certain credit ratings on such Second Lien Notes) and interest is payable semi-annually on May 1 and November 1 of each year.

iHeartCommunications is required to make quarterly amortization payments on the New Term Loans in an amount equal to 0.25 % of the original principal amount thereof.

Each series of the New Debt is guaranteed on a senior secured basis by iHeartMedia Capital I, LLC (the “Capital I”) and each existing and future material, wholly-owned domestic subsidiary of Capital I, subject to certain exceptions (the “Subsidiary Guarantors” and, together with Capital I, the “Guarantors”).

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

iHeartCommunications is required to make quarterly amortization payments on the New Term Loans in an amount equal to 0.25 % of the original principal amount thereof beginning with the quarter ended March 31, 2025.

Each series of the First Lien Debt and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on substantially all of the assets of iHeartCommunications and the Guarantors (the “Fixed Asset Collateral”), other than the accounts receivable and related assets of iHeartCommunications and the Guarantors (the “ABL Collateral” and, together with the Fixed Asset Collateral, the “Collateral”), and by a second priority lien on the ABL Collateral, and the Second Lien Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a second priority lien on the Fixed Asset Collateral and by a third priority lien on the ABL Collateral.

“Collateral”), and by a second priority lien on the ABL Collateral, and the Second Lien Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a second priority lien on the Fixed Asset Collateral and by a third priority lien on the ABL Collateral.

iHeartCommunications may redeem each series of the New Notes at its option, in whole or in part, at any time prior to December 20, 2026, at a price equal to 100 % of the principal amount of the New Notes of such series redeemed, plus a make-whole premium, plus accrued and unpaid interest to the redemption date.

18 unchanged sentences

Asset-based Revolving Credit Facility due 2027

In connection with the completed exchange offers, the provisions set forth in the previously announced and filed Amendment No.

In connection with the completed exchange offers in December 2024, the provisions set forth in Amendment No.

1 (the “ABL Amendment”), dated as of November 6, 2024, to the ABL Credit Agreement dated as of May 17, 2022 and as amended, supplemented or modified from time to time, by and among iHeartCommunications, the Guarantors, BofA, as administrative agent and collateral agent, and the lenders from time to time party thereto, providing for, among other things, the applicable rate with respect to the loans provided thereunder to be increased by 0.50 % and certain of the covenants and default provisions to become amended, in each case upon the consummation of the Comprehensive Transactions, became effective as of the Settlement Date.

Size and Availability

The ABL Facility provides for a senior secured asset-based revolving credit facility in the aggregate principal amount of up to $ 450.0 million, with amounts available from time to time (including in respect of letters of credit) equal to the lesser of (A) the borrowing base, which equals the sum of (i) 90.0 % of the eligible accounts receivable of iHeartCommunications and the subsidiary guarantors and (ii) 100 % of qualified cash, each subject to customary reserves and eligibility criteria, and (B) the aggregate revolving credit commitments.

As of December 31, 2025, iHeartCommunications had $ 50.0 million of principal amount outstanding under the ABL Facility, a facility size of $ 450.0 million and $ 31.1 million in outstanding letters of credit, resulting in $ 368.9 million of borrowing base availability.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

subsidiary guarantors and (ii) 100 % of qualified cash, each subject to customary reserves and eligibility criteria, and (B) the aggregate revolving credit commitments.

As of December 31, 2024, iHeartCommunications had no principal amounts outstanding under the ABL Facility, a facility size of $ 450.0 million and $ 23.7 million in outstanding letters of credit, resulting in $ 426.3 million of borrowing base availability.

Interest Rate and Fees

17 unchanged sentences

2026 Term Loan Facilities

On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 2,258.7 million principal amount of the Existing Term Loans for $ 2,145.7 million principal amount of the New Term Loans and cash consideration of $ 112.9 million pursuant to the Term Loan Exchange Agreement.

On the Settlement Date, iHeartCommunications completed its exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 2,258.7 million principal amount of the Existing Term Loans for $ 2,145.7 million principal amount of the New Term Loans and cash consideration of $ 112.9 million pursuant to the Term Loan Exchange Agreement.

As of December 31, 2025, approximately $ 6.6 million of the Existing Term Loans remain on the Consolidated Balance Sheets.

Refer to a description of the Existing Term Loans below.

On May 1, 2019, iHeartCommunications, as borrower, entered into a Credit Agreement (the “Term Loan Credit Agreement”) with Capital I, as guarantor, certain subsidiaries of iHeartCommunications, as guarantors, and Bank of America, N.A., as successor administrative and collateral agent, governing our term loan credit facility (the “2026 Initial Term Loan Facility”).

On May 1, 2019, iHeartCommunications, as borrower, entered into a Credit Agreement (the “Term Loan Credit Agreement”) with Capital I, as guarantor, certain subsidiaries of iHeartCommunications, as guarantors, and Bank of America, N.A., as successor administrative and collateral agent, governing the term loan credit facility (the “2026 Initial Term Loan Facility”).

On May 1, 2019, iHeartCommunications issued an aggregate of approximately $ 3.5 billion principal amount of senior secured term loans under the 2026 Initial Term Loan Facility to certain holders of claims against the Company (“Claimholders”) in connection with the Company's voluntary petitions for relief under Chapter 11 of the U.S.

1 unchanged sentence

The 2026 Initial Term Loan Facility matures on May 1, 2026.

On August 7, 2019, the proceeds from the issuance of $ 750.0 million in aggregate principal amount of 5.25 % Senior Secured Notes due 2027 were used, together with cash on hand, to prepay at par $ 740.0 million of borrowings outstanding under the 2026 Initial Term Loan Facility.

On August 7, 2019, the proceeds from the issuance of $ 750.0 million in aggregate principal amount of 5.25 % Senior Notes due 2027 were used, together with cash on hand, to prepay at par $ 740.0 million of borrowings outstanding under the 2026 Initial Term Loan Facility.

On November 22, 2019, the proceeds from the issuance of $ 500.0 million in aggregate principal amount of 4.75 % Senior Secured Notes due 2028 were used, together with cash on hand, to prepay at par $ 500.0 million of borrowings outstanding under the 2026 Initial Term Loan Facility.

3 unchanged sentences

2 to issue $ 450.0 million of incremental term loan commitments (the “2026 Incremental Term Loan Facility” and, together with the 2026 Initial Term Loan Facility, the "2026 Term Loan Facilities"), resulting in net proceeds of $ 425.8 million, after original issue discount and debt issuance costs.

A portion of the proceeds from the issuance were used to repay the balance outstanding under the ABL Facility of $ 235.0 million, with the remaining $ 190.6 million of the proceeds available for general corporate purposes.

A portion of the proceeds from the issuance were used to repay the balance outstanding under the prior ABL facility of $ 235.0 million, with the remaining $ 190.6 million of the proceeds available for general corporate purposes.

The 2026 Incremental Term Loan Facility matures on May 1, 2026.

6 unchanged sentences

The amendment replaced the prior Eurocurrency interest rate, based upon LIBOR, with the SOFR successor rate plus a SOFR adjustment as specified in the Term Loan Credit Agreement.

In connection with the completed exchange offers, iHeartCommunications and the Guarantors entered into Amendment No.

In connection with the completed exchange offers in December 2024, iHeartCommunications and the Guarantors entered into Amendment No.

5 (the “Existing Term Loan Credit Agreement Amendment”) to the Term Loan Credit Agreement, to, among other things, eliminate substantially all of the restrictive covenants and mandatory prepayment provisions, certain representations and warranties and certain events of default and related provisions, and subordinate the liens on the collateral securing the obligations thereunder to the liens on the collateral securing the New Debt.

15 unchanged sentences

If an event of default occurs, the lenders under the 2026 Term Loan Facilities are entitled to take various actions, including the acceleration of all amounts due under the 2026 Term Loan Facilities and all actions permitted to be taken under the loan documents relating thereto or applicable law.

6.375 % Senior Secured Notes due 2026

On May 1, 2019, iHeartCommunications entered into an indenture (the “2026 Secured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S.

6.375 % Senior Notes due 2026

On May 1, 2019, iHeartCommunications entered into an indenture (the “2026 Senior Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the $ 800.0 million aggregate principal amount of 2026 Senior Notes that were issued to certain Claimholders pursuant to the Plan of Reorganization.

The 2026 Senior Notes mature on May 1, 2026 and bear interest at a rate of 6.375 % per annum, payable semi-annually in arrears on February 1 and August 1 of each year.

On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 755.4 million principal amount of the 2026 Secured Notes for $ 717.6 million principal amount of the 2029 First Lien Notes and cash consideration of $ 37.6 million.

As of December 31, 2024, $ 44.6 million of the 2026 Secured Notes remain on the Consolidated Balance Sheets.

In connection with the completed exchange offers, iHeartCommunications and the Guarantors entered into the Second Supplemental Indenture (the “2026 Secured Notes Supplemental Indenture”) to the 2026 Secured Notes Indenture, to, among other things, eli minate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the 2026 Secured Notes Indenture, release the guarantees of the guarantors under the 2026 Secured Notes Indenture and eliminate related provisions and release all liens on the Collateral securing the obligations under the 2026 Secured Notes Indenture and eliminate related provisions.

iHeartCommunications may redeem the 2026 Secured Notes at its option, in whole or in part, at the redemption prices set forth in the 2026 Secured Notes Indenture plus accrued and unpaid interest to the redemption date.

On the Settlement Date, iHeartCommunications completed its exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 755.4 million principal amount of the 2026 Senior Notes for $ 717.6 million principal amount of the 2029 First Lien Notes and cash consideration of $ 37.6 million.

As of December 31, 2025, $ 44.6 million of the 2026 Senior Notes remain on the Consolidated Balance Sheets.

In connection with the completed exchange offers, iHeartCommunications and the Guarantors entered into the Second Supplemental Indenture (the “2026 Senior Notes Supplemental Indenture”) to the 2026 Senior Notes Indenture, to, among other things, eli minate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the 2026 Senior Notes Indenture, release the guarantees of the guarantors under the 2026 Senior Notes Indenture and eliminate related provisions and release all liens on the Collateral securing the obligations under the 2026 Senior Notes Indenture and eliminate related provisions.

iHeartCommunications may redeem the 2026 Senior Notes at its option, in whole or in part, at the redemption prices set forth in the 2026 Senior Notes Indenture plus accrued and unpaid interest to the redemption date.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.25 % Senior Secured Notes due 2027

On August 7, 2019, iHeartCommunications entered into an indenture (the “2027 Secured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S.

5.25 % Senior Notes due 2027

On August 7, 2019, iHeartCommunications entered into an indenture (the “2027 Senior Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the $ 750.0 million aggregate principal amount of 2027 Senior Notes that were issued in a private placement to qualified institutional buyers under Rule 144A under the Securities Act, and to persons outside the United States pursuant to Regulation S under the Securities Act.

The 2027 Secured Notes mature on August 15, 2027 and bear interest at a rate of 5.25 % per annum.

The 2027 Senior Notes mature on August 15, 2027 and bear interest at a rate of 5.25 % per annum.

Interest is payable semi-annually on February 15 and August 15 of each year.

On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 743.0 million principal amount of the 2027 Secured Notes for $ 661.3 million principal amount of the 2030 First Lien Notes.

As of December 31, 2024, $ 7.0 million of the 2027 Secured Notes remain on the Consolidated Balance Sheets.

In connection with the completed exchange offers, iHeartCommunications and the Guarantors entered into the Second Supplemental Indenture (the “2027 Secured Notes Supplemental Indenture”) to the 2027 Secured Notes Indenture, to, among other things, eli minate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the 2027 Secured Notes Indenture, release the guarantees of the guarantors under the 2027 Secured Notes Indenture and eliminate related provisions and release all liens on the Collateral securing the obligations under the 2027 Secured Notes Indenture and eliminate related provisions.

iHeartCommunications may redeem the 2027 Secured Notes at its option, in whole or part, at the redemption prices set forth in the 2027 Secured Notes Indenture plus accrued and unpaid interest to the redemption date.

On the Settlement Date, iHeartCommunications completed its exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 743.0 million principal amount of the 2027 Senior Notes for $ 661.3 million principal amount of the 2030 First Lien Notes.

As of December 31, 2025, $ 7.0 million of the 2027 Senior Notes remain on the Consolidated Balance Sheets.

In connection with the completed exchange offers, iHeartCommunications and the Guarantors entered into the Second Supplemental Indenture (the “2027 Senior Notes Supplemental Indenture”) to the 2027 Senior Notes Indenture, to, among other things, eli minate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the 2027 Senior Notes Indenture, release the guarantees of the guarantors under the 2027 Senior Notes Indenture and eliminate related provisions and release all liens on the Collateral securing the obligations under the 2027 Senior Notes Indenture and eliminate related provisions.

iHeartCommunications may redeem the 2027 Senior Notes at its option, in whole or part, at the redemption prices set forth in the 2027 Senior Notes Indenture plus accrued and unpaid interest to the redemption date.

4.75 % Senior Secured Notes due 2028

3 unchanged sentences

Interest is payable semi-annually on January 15 and July 15 of each year.

On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 223.1 million principal amount of the 2028 Secured Notes for $ 178.4 million principal amount of the 2031 First Lien Notes.

On the Settlement Date, iHeartCommunications completed its exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 223.1 million principal amount of the 2028 Secured Notes for $ 178.4 million principal amount of the 2031 First Lien Notes.

As of December 31, 2025, $ 276.9 million of the 2028 Secured Notes remain on the Consolidated Balance Sheets.

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The Unsecured Notes mature on May 1, 2027 and bear interest at a rate of 8.375 % per annum, payable semi-annually in arrears on May 1 and November 1 of each year.

On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 844.0 million principal amount of the Unsecured Notes for $ 675.2 million principal amount of the Second Lien Notes.

On the Settlement Date, iHeartCommunications completed its exchange offers and consent solicitations whereby iHeartCommunications exchanged $ 844.0 million principal amount of the Unsecured Notes for $ 675.2 million principal amount of the Second Lien Notes.

As of December 31, 2025, $ 72.4 million of the Unsecured Notes remain on the Consolidated Balance Sheets.

9 unchanged sentences

2029 2,777,540

2030 1,336,514

Thereafter 180,771

(1) Excludes original issue discount of $ 4.2 million, long-term debt fees of $ 9.0 million, and debt premium of $ 294.0 million which are amortized through interest expense over the life of the underlying debt obligations.

(1) Excludes long-term debt fees of $ 7.2 million, and debt premium of $ 242.2 million which are amortized through interest expense over the life of the underlying debt obligations.

Surety Bonds and Letters of Credit

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These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies.

It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings.

Additionally, due to the inherent uncertainty of

It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations.

assumptions or the effectiveness of its strategies related to these proceedings.

Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations.

Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of its litigation arises in the following contexts:

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NOTE 8 – INCOME TAXES

On December 20, 2024, the company closed on a debt exchange transaction that is discussed in detail in Note 6, Long-Term Debt.

In connection with the debt exchange transaction the Company recognized cancellation of debt income (“CODI”) for US tax purposes of $ 744.7 million.

Pursuant to Internal Revenue Code (“IRC”) Section 108, an insolvent debtor may exclude CODI from taxable income to the extent of the debtor’s insolvency (liabilities greater than the fair value of its assets) but must reduce its tax attributes, subject to certain limitations and according to prescribed ordering rules, based on the amount of CODI excluded from taxable income.

The company currently estimates that the level of its insolvency (as defined for US Tax purposes) exceeds the amount of CODI resulting from the debt exchange transactions, such that all of the resulting CODI will be excluded from the company’s taxable income.

For purposes of determining the tax provision for the year ended December 31, 2024, the company estimates that $ 744.7 million of its federal capital loss carryforwards and certain of its states net operating loss and capital loss carryforwards will be eliminated as a result of tax attribute reduction for excluded CODI.

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 2025.

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

Additionally, the Company recorded a reduction in its valuation allowance against certain deferred tax assets for the effects of the OBBBA tax provisions in 2025.

On December 20, 2024, the Company completed a debt exchange transaction, as further described in Note 6, Long-Term Debt , which resulted in cancellation of debt income (“CODI”) for US tax purposes of $ 744.7 million.

The CODI was fully excluded from the Company's taxable income under the insolvency exception in Internal Revenue Code (“IRC”) Section 108, requiring a reduction of certain federal capital loss carryforwards and state net operating losses and capital loss carryforwards.

For the year ended December 31, 2024, the company recorded an income tax benefit of $ 118.2 million related to the net effects of the debt exchange transaction, including excluded CODI, federal and state tax attribute reduction, and resulting changes in valuation allowance.

Pillar Two – Global Minimum Tax

The Organization for Economic Co-operation and Development has published model rules, which include the implementation of a global minimum tax rate of 15%, commonly referred to as Pillar Two.

Certain countries in which we operate have enacted legislation implementing the Pillar Two model rules, effective January 1, 2024.

The provisions effective in 2024 did not have a material impact on our financial results and we do not expect a material impact in future years.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Significant components of the provision for income tax benefit (expense) are as follows:

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Income tax benefit (expense) $ 1,795 $ 158,402 $ 62,338

The current tax expenses recorded for the years ended December 31, 2024, 2023, and 2022 were primarily related to federal, state, and local tax expenses incurred due to taxable income in excess of available net operating losses during those years, as well as expenses recorded for unrecognized tax benefits reserves during the period.

The deferred tax benefits of $ 236.9 million and $ 144.6 million recorded in the years ended December 31, 2024 and 2023, respectively, related primarily to the difference of book in excess of tax amortization expense during the years and the disallowance of interest expense deductions under Section 163(j) of the Internal Revenue Code.

The 2024 book amortization expense included the FCC license non-cash impairment charge recorded during the second quarter of 2024 discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill .

In addition, the 2024 deferred tax benefits include the net benefit recorded from the debt exchange transaction discussed above.

These deferred tax benefits were partially offset by the utilization of net operating loss carryforwards during the current period and the recording of valuation allowance adjustments against certain federal and state deferred tax assets for disallowed interest carryforwards and net operating losses due to the uncertainty of the ability to realize those assets in future years.

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of cash taxes paid for income taxes is below:

(In thousands) Year Ended December 31,

2025 2024 2023

Federal $ ( 11,710 ) $ ( 9,000 ) $ —

State ( 1,156 ) ( 2,384 ) ( 9,867 )

Foreign ( 3,464 ) ( 2,010 ) ( 4,139 )

Total cash paid for income taxes $ ( 16,330 ) $ ( 13,394 ) $ ( 14,006 )

Significant components of the Company's deferred tax liabilities and assets are as follows:

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Fixed Assets 10,123 25,344

Deferred Income — 22,163

Operating lease right-of-use assets 158,063 168,976

Other 27,230 —

Total deferred tax liabilities 560,542 623,374

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The Company recorded deferred tax assets for federal and state interest limitation carryforwards of $ 515.7 million as of December 31, 2025.

In connection with the taxable separation of the Outdoor division as part of the bankruptcy restructuring in 2019, the Company realized a $ 7.2 billion capital loss (gross after attribute reduction calculations).

For federal tax purposes (and in most state jurisdictions) capital losses can be carried forward 5 years and only be used to offset capital gains.

During 2024, a portion of our federal and state capital loss carryforwards were eliminated through attribute reduction due to the excluded CODI arising from the debt exchange transaction discussed above.

Following the attribute reduction, most of our remaining federal and state capital loss carryforwards expired unused as of December 31, 2024.

The Company has recorded a full valuation allowance against the remaining deferred tax asset associated with the federal and state capital loss carryforward as it is not expected to be realized.

As of December 31, 2024, the Company had recorded a valuation allowance of $ 492.2 million against a portion of these U.S.

federal and state deferred tax assets which it does not expect to realize, relating primarily to disallowed interest carryforwards,

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

certain state net operating loss carryforwards and the remaining capital loss carryforwards.

In assessing its ability to realize deferred tax assets, the Company considered all available positive and negative evidence, including historical operating results and expected sources of future taxable income, such as the reversal of deferred tax liabilities.

As of December 31, 2025, the Company had recorded a valuation allowance of $ 586.0 million against a portion of these U.S.

federal and state deferred tax assets which it does not expect to realize, relating primarily to disallowed interest carryforwards, certain state net operating loss carryforwards and the remaining capital loss carryforwards.

The Company's U.S.

federal and state deferred tax valuation allowance decreased by $ 1.5 billion during the year ended December 31, 2024 primarily due to expiration of capital loss carryforwards.

federal and state deferred tax valuation allowance increased by $ 93.7 million during the year ended December 31, 2025 primarily due to increased disallowed interest carryforwards during the year.

Any deferred tax liabilities associated with acquired FCC licenses and tax-deductible goodwill intangible assets are relied upon as sources of future taxable income for purposes of realizing deferred tax assets attributed to carryforwards that have an indefinite life such as the Section 163(j) interest carryforward.

At December 31, 2024, net deferred tax liabilities include a deferred tax asset of $ 7.0 million relating to stock-based compensation expense under ASC 718-10, Compensation—Stock Compensation .

Full realization of this deferred tax asset requires stock options to be exercised at a price equal to or exceeding the sum of the grant price plus the fair value of the option at the grant date and restricted stock to vest at a price equaling or exceeding the fair market value at the grant date.

Accordingly, there can be no assurance that the stock price of the Company’s common stock will rise to levels sufficient to realize the entire deferred tax benefit currently reflected in its balance sheet.

The components of income (loss) before income taxes by U.S.

and foreign jurisdictions are as follows:

(In thousands) Year Ended December 31,

2025 2024 2023

$ ( 481,227 ) $ ( 1,173,517 ) $ ( 1,166,023 )

Foreign 7,545 5,621 3,346

Total loss before income taxes $ ( 473,682 ) $ ( 1,167,896 ) $ ( 1,162,677 )

The reconciliations of income tax on income (loss) computed at the U.S.

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Amount Percent Amount Percent Amount Percent

Income tax benefit at statutory rates $ 245,258 21.0 % $ 244,162 21.0 % $ 54,170 21.0 %

State income taxes, net of federal tax effect 55,874 4.8 % 16,349 1.4 % ( 3,548 ) ( 1.4 ) %

Foreign income taxes ( 1,982 ) ( 0.2 ) % ( 583 ) ( 0.1 ) % ( 1,615 ) ( 0.6 ) %

Nondeductible items ( 10,885 ) ( 0.9 ) % ( 10,425 ) ( 0.9 ) % ( 7,497 ) ( 2.9 ) %

Changes in valuation allowance and other estimates ( 2,639 ) ( 0.2 ) % ( 69,722 ) ( 6.0 ) % ( 52,293 ) ( 20.3 ) %

Impairment charges ( 129,378 ) ( 11.0 ) % ( 125,047 ) ( 10.7 ) % — — %

federal statutory tax rate $ 99,473 21.0 % $ 245,258 21.0 % $ 244,162 21.0 %

State and local income taxes, net of federal income taxes (1)

( 9,250 ) ( 1.9 ) % 10,437 0.9 % 44,923 3.9 %

Foreign tax effects ( 1,685 ) ( 0.4 ) % ( 1,982 ) ( 0.2 ) % ( 583 ) ( 0.1 ) %

Tax credits 2,025 0.4 % 4,048 0.3 % 4,592 0.6 %

Other, net ( 1,894 ) ( 0.2 ) % 3,012 0.3 % 2,216 0.9 %

Income tax benefit (expense) $ 158,402 13.6 % $ 62,338 5.4 % $ ( 4,719 ) ( 1.8 ) %

The Company’s effective tax rates for the years ended December 31, 2024 and 2023 were 13.6 % and 5.4 %, respectively.

The effective tax rates for both years were primarily impacted by the valuation allowance adjustments recorded during the years against certain federal and state deferred tax assets for disallowed interest carryforwards and state net operating losses due to the uncertainty of the ability to realize those assets in future periods.

The 2024 valuation change was also impacted by the excluded CODI and attribute reduction from the debt exchange transaction described above.

In addition, in both the 2024 and 2023 tax years, the Company recorded a GAAP impairment charge to its non-deductible goodwill as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill .

The Company’s effective tax rate for the year ended December 31, 2022 was ( 1.8 )%.

The effective rate for the year was primarily impacted by the valuation allowance adjustments recorded during the year against certain federal and state deferred tax assets for disallowed interest carryforwards due to the uncertainty of the ability to realize those assets in future years.

The Company continues to record interest and penalties related to unrecognized tax benefits in current income tax expense.

The total amount of interest accrued at December 31, 2024 and 2023 was $ 18.2 million and $ 9.3 million, respectively.

The total amount of unrecognized tax benefits including accrued interest and penalties at December 31, 2024 and 2023 was $ 166.6 million and $ 133.1 million, respectively, of which $ 166.4 million and $ 132.6 million is included in “Other long-term liabilities”.

In addition, $ 0.2 million and $ 0.5 million of unrecognized tax benefits are recorded net with the Company’s deferred tax assets for its net operating losses as opposed to being recorded in “Other long-term liabilities” at December 31, 2024 and 2023, respectively.

The total amount of unrecognized tax benefits at December 31, 2024 and 2023 that, if recognized,

Changes in valuation allowances (2)

( 71,171 ) ( 15.0 ) % 52,858 4.5 % 47,720 4.1 %

Nontaxable or nondeductible items

Goodwill impairments — — % ( 129,378 ) ( 11.0 ) % ( 125,047 ) ( 10.7 ) %

Other nondeductible items ( 9,696 ) ( 2.0 ) % ( 10,885 ) ( 0.9 ) % ( 10,425 ) ( 0.9 ) %

Changes in unrecognized tax benefits ( 8,089 ) ( 1.7 ) % ( 6,744 ) ( 0.6 ) % ( 143,027 ) ( 12.3 ) %

Other adjustments 188 — % ( 5,210 ) ( 0.4 ) % 23 ( 0.2 ) %

Income tax benefit $ 1,795 0.4 % $ 158,402 13.6 % $ 62,338 5.4 %

(1) State taxes in California, Florida, New York state and city and Texas make up the majority of the tax effect in this category.

(2) This category includes the effects associated with the enactment of the OBBBA.

The Company’s effective tax rate for the years ended December 31, 2025, 2024, and 2023 were 0.4 %, 13.6 %, and 5.4 %, respectively.

The effective tax rates were primarily impacted by the valuation allowance adjustments recorded during the year against certain federal and state deferred tax assets for disallowed interest carryforwards, state net operating losses and federal and state capital loss carryforwards due to the uncertainty of the ability to realize those assets in future periods.

In addition, for the years ended December 31, 2024 and 2023, the Company recorded a GAAP impairment charge to its non-deductible goodwill as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill.

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

would impact the effective income tax rate is $ 40.9 million and $ 32.6 million, respectively.

The potential reduction in unrecognized tax benefits during the next 12 months is not expected to be material.

The Company records interest and penalties related to unrecognized tax benefits in current income tax expense.

During the years ended December 31, 2025, 2024, and 2023, the Company recorded $ 15.3 million, $ 8.9 million, and $ 4.4 million, respectively, of net interest and penalties in current income tax expense.

The amount of interest accrued at December 31, 2025 and 2024 was $ 33.5 million and $ 18.2 million, respectively.

The total amount of unrecognized tax benefits including accrued interest and penalties at December 31, 2025 and 2024 was $ 220.9 million and $ 166.6 million, respectively, of which $ 196.3 million and $ 166.4 million is included in “Other long-term liabilities”.

In addition, $ 24.6 million and $ 0.2 million of unrecognized tax benefits are recorded net with the Company’s deferred tax assets for its net operating losses as opposed to being recorded in “Other long-term liabilities” at December 31, 2025 and 2024, respectively.

The total amount of unrecognized tax benefits at December 31, 2025 and 2024 that, if recognized, would impact the effective income tax rate is $ 49.4 million and $ 40.9 million, respectively.

The following table summarizes the activity in the gross unrecognized tax benefits:

(In thousands) Year Ended December 31,

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Decreases for tax position taken in previous years ( 927 ) ( 933 ) —

Decreases due to settlements with tax authorities ( 375 ) — —

Decreases due to lapse of statute of limitations ( 3,751 ) ( 1,445 ) ( 1,051 )

9 unchanged sentences

Pursuant to our 2021 Plan, we will continue to grant equity awards covering shares of the Company's Class A common stock to certain key individuals.

The 2019 Plan and 2021 Plan are designed to provide an incentive to certain key members of management and service providers of the Company or any of its subsidiaries and non-employee members of the and to offer an additional inducement in obtaining the services of such individuals.

The 2019 Plan and 2021 Plan are designed to provide an incentive to certain key members of management and service providers of the Company or any of its subsidiaries and non-employee members of the Board and to offer an additional inducement in obtaining the services of such individuals.

The 2019 Plan provided for the grant of (a) options and (b) restricted stock units, which, in each case, may be subject to contingencies or restrictions as set forth under the plan and applicable award agreement.

3 unchanged sentences

The Company shall at all times during the term of the plan reserve and keep available such number of shares of common stock as will be sufficient to satisfy the requirements of the plan.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share-Based Compensation

5 unchanged sentences

No options granted under the 2019 Plan or the 2021 Plan provide for any dividends or dividend equivalents thereon.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company accounts for its share-based payments using the fair value recognition provisions of ASC 718-10, Compensation—Stock Compensation .

10 unchanged sentences

Outstanding, January 1, 2025 6,970 $ 16.21 2.1 years

Forfeited ( 10 ) 13.13

Expired ( 4,899 ) 18.77

1 unchanged sentence

Exercisable 2,071 10.17 4.6 years

Expected to Vest 69 19.36 6.3 years

Expected to Vest —

A summary of the Company's unvested options and changes during the year ended December 31, 2025 is presented below:

1 unchanged sentence

Unvested, January 1, 2025 69 $ 10.37

Forfeited ( 11 ) 6.76

Unvested, December 31, 2025 —

(1) The total fair value of the options vested during the year ended December 31, 2025 was $ 0.7 million.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Units ( “ RSUs ” )

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RSUs vest subject to continued service over time.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Performance RSUs generally vest upon the achievement of certain total stockholder return goals, Adjusted EBITDA goals, Social Responsibility goals, and continued service.

Performance RSUs generally vest upon the achievement of certain total relative stockholder return goals, Adjusted EBITDA goals, cost savings and other strategic performance goals (including debt refinancing and advertising sales reorganization initiatives), social responsibility goals, and continued service.

The majority of these awards are measured over an approximately 1-year to 3-year period from the date of issuance.

15 unchanged sentences

Upon our dissolution or liquidation or the sale of all or substantially all of the Company's assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of the Company's Class A common stock will be entitled to receive pro rata together with holders of the Company's Class B common stock our remaining assets available for distribution.

New Class A common stock certificates issued upon transfer or new issuance of Class A common stock shares contain a legend stating that such shares of Class A common stock are subject to the provisions of our amended and restated certificate of incorporation, including but not limited to provisions governing compliance with requirements of the Communications Act and regulations thereunder, including, without limitation, those concerning foreign ownership and media ownership.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

incorporation, including but not limited to provisions governing compliance with requirements of the Communications Act and regulations thereunder, including, without limitation, those concerning foreign ownership and media ownership.

Class B Common Stock

11 unchanged sentences

To the extent there are any dividends declared or distributions made with respect to the Class A common stock or Class B common stock, those dividends or distributions will also be made to holders of Special Warrants concurrently and on a pro rata basis based on their ownership of common stock underlying their Special Warrants on an as-exercised basis;

provided , that no such distribution will be made to holders of Special Warrants if (x) the Communications Act or an FCC rule prohibits such distribution to holders of Special Warrants or (y) our FCC counsel opines that such distribution is reasonably likely to cause (i) the Company to violate the Communications Act or any applicable FCC rule or (ii) any such holder not to be deemed to hold a noncognizable (under FCC rules governing foreign ownership) future equity interest in the Company;

provided further , that, if

provided , that no such distribution will be made to holders of Special Warrants if (x) the Communications Act or an FCC rule prohibits such

IHEARTMEDIA, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

any distribution of common stock or any other securities to a holder of Special Warrants is not permitted pursuant to clauses (x) or (y), the Company will cause economically equivalent warrants to be distributed to such holder in lieu thereof, to the extent that such distribution of warrants would not violate the Communications Act or any applicable FCC rules.

distribution to holders of Special Warrants or (y) our FCC counsel opines that such distribution is reasonably likely to cause (i) the Company to violate the Communications Act or any applicable FCC rule or (ii) any such holder not to be deemed to hold a noncognizable (under FCC rules governing foreign ownership) future equity interest in the Company;

provided further , that, if any distribution of common stock or any other securities to a holder of Special Warrants is not permitted pursuant to clauses (x) or (y), the Company will cause economically equivalent warrants to be distributed to such holder in lieu thereof, to the extent that such distribution of warrants would not violate the Communications Act or any applicable FCC rules.

The Special Warrants will expire on the earlier of the twentieth anniversary of the issuance date and the occurrence of a change in control of the Company.

During the year ended December 31, 2024, stockholders exercised 62,547 Special Warrants for an equivalent number of shares of Class A common stock.

During the year ended December 31, 2025, stockholders exercised 932 and 22 Special Warrants for an equivalent number of shares of Class A common stock and Class B common stock, respectively.

During the year ended December 31, 2024, stockholders exercised 62,547 Special Warrants for an equivalent number of shares of Class A common stock.

During the year ended December 31, 2023, stockholders exercised 9,383 and 59 Special Warrants for an equivalent number of shares of Class A common stock and Class B common stock, respectively.

8 unchanged sentences

$ 44,104 $ 32,311 $ 35,625

(1) Total share based compensation expense includes $ 3.7 million and $ 1.0 million of expense from cash settled awards for the years ended December 31, 2024 and 2023, respectively.

There was no expense from cash settled awards for the year ended December 31, 2022.

(1) Total share based compensation expense includes $ 24.6 million , $ 3.7 million, and $ 1.0 million of expense from cash settled awards for the years ended December 31, 2025, 2024, and 2023, respectively.

The share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the vesting period.

Cash settled awards are remeasured each quarter and the expense is adjusted as needed.

Share-based compensation payments are recorded in Selling, general and administrative expenses.

23 unchanged sentences

In response to the challenging macroeconomic environment, beginning in March 2023, the Company temporarily suspended its 401(k) matching program as an incremental operating-expense-saving initiative.

The Company reestablished the 401(k) matching program in the first quarter of 2025.

Contributions of $ 13.4 million, $ 0.1 million, and $ 4.4 million made to these plans for the years ended December 31, 2025, 2024, and 2023, respectively, were expensed.

67 unchanged sentences

Share-based compensation expense ( 35,625 )

Operating income $ 56,860

Operating loss $ ( 797,311 )

Segment assets $ 5,443,207 $ 626,004 $ 310,909 $ 576,426 $ ( 3,935 ) $ 6,952,611

8 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-K

Item 8. Financial Statements and Supplementary Data