What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-10 · 95 added, 292 removed, 457 unchanged (46% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

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

(In thousands, except share and per share data) March 31,

2026 December 31,

46 unchanged sentences

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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Revenue $ 884,200 $ 807,101

7 unchanged sentences

Interest expense, net 95,898 100,386

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

Loss on investments, net ( 545 ) ( 18,594 )

Equity in earnings (loss) of nonconsolidated affiliates ( 52 ) 50

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

Other income (expense), net ( 15 ) 1,195 1,026 468

Other expense, net ( 320 ) ( 1,160 )

Loss before income taxes ( 95,329 ) ( 145,524 )

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

Income tax expense ( 289 ) ( 135,359 )

Net loss ( 95,618 ) ( 280,883 )

22 unchanged sentences

Comprehensive Loss Treasury

Shares Class B

Shares Special Warrants Total

June 30, 2025

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

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

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

Share-based compensation — — 3,985 — — — 3,985

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

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

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

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

September 30, 2025

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

(In thousands, except share data) Controlling Interest

Common Shares (1)

Interest Common

Stock Additional

Capital Accumulated Deficit Accumulated

Comprehensive Loss Treasury

Class A Shares Class B

Shares Special Warrants Total

June 30, 2024

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

Net loss ( 60 ) — — ( 41,265 ) — — ( 41,325 )

Vesting of restricted stock and other 376,332 — 1 ( 1 ) — — ( 67 ) ( 67 )

Share-based compensation

— — 6,739 — — — 6,739

Dividend declared and paid to noncontrolling interests ( 387 ) — — — — — ( 387 )

Conversion of Special Warrants to Class A and Class B Shares

3,984 ( 3,984 ) — — — — — — —

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

Other comprehensive income — — — — 262 — 262

September 30, 2024

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

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

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(In thousands, except share data) Controlling Interest

Common Shares (1)

Interest Common

Stock Additional

Capital Accumulated Deficit Accumulated

Comprehensive Loss Treasury

Class A Shares Class B

Shares Special Warrants Total

December 31, 2025

131,438,774 21,090,196 5,038,369 $ 4,629 $ 153 $ 2,995,250 $ ( 4,812,949 ) $ ( 1,878 ) $ ( 12,216 ) $ ( 1,827,011 )

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

Net loss ( 395 ) — — ( 95,223 ) — — ( 95,618 )

Vesting of restricted stock and other 1,451,443 — 1 ( 1 ) — — ( 1,854 ) ( 1,854 )

4 unchanged sentences

8,350 ( 8,350 ) — — — — — — —

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

Other comprehensive income — — — — 94 — 94

September 30, 2025

Other comprehensive loss — — — — ( 292 ) — ( 292 )

March 31, 2026

132,898,567 21,090,196 5,030,019 $ 3,359 $ 154 $ 2,998,874 $ ( 4,908,172 ) $ ( 2,170 ) $ ( 14,070 ) $ ( 1,922,025 )

14 unchanged sentences

Dividends declared and paid to noncontrolling interests ( 385 ) — — — — — ( 385 )

Conversion of Special Warrants to Class A and Class B Shares

62,547 ( 62,547 ) — — — — — — —

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

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

September 30, 2024

Other comprehensive income — — — — 102 — 102

March 31, 2025

128,285,283 21,187,567 5,039,323 $ 5,245 $ 149 $ 2,983,169 $ ( 4,621,307 ) $ ( 1,783 ) $ ( 11,596 ) $ ( 1,646,123 )

(1) The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2025, or 2024, or 2023.

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

See Notes to Consolidated Financial Statements

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) Nine Months Ended September 30,

(In thousands) Three Months Ended March 31,

Cash flows from operating activities:

8 unchanged sentences

Loss on disposal of operating and other assets 65 332

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

Loss on investments 545 18,594

Equity in (income) loss of nonconsolidated subsidiaries 52 ( 50 )

8 unchanged sentences

Increase (Decrease) in accrued interest ( 17,794 ) 24,463

Increase in deferred revenue 10,863 2,048

Increase in other long-term liabilities 7,030 529

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

Increase (Decrease) in deferred revenue ( 837 ) 2,377

Increase (Decrease) in other long-term liabilities ( 7,707 ) 860

Cash used for operating activities ( 92,540 ) ( 60,944 )

Cash flows from investing activities:

Purchases of property, plant and equipment ( 21,913 ) ( 19,730 )

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

Change in other, net ( 1,611 ) ( 337 )

Cash provided by (used for) investing activities ( 57,876 ) 23,517

Cash used for investing activities ( 23,524 ) ( 20,067 )

Cash flows from financing activities:

Proceeds from credit facilities 100,000 —

Payments on long-term debt ( 16,870 ) ( 9,966 )

1 unchanged sentence

Change in other, net ( 1,854 ) ( 687 )

Cash provided by (used for) financing activities 53,894 ( 8,443 )

Cash used for financing activities ( 19,599 ) ( 11,038 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 206 ) 183

Net increase (decrease) in cash, cash equivalents and restricted cash ( 67,341 ) 85,382

Net decrease in cash, cash equivalents, and restricted cash ( 135,869 ) ( 91,866 )

Cash, cash equivalents and restricted cash at beginning of period 270,921 259,580

27 unchanged sentences

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.

The current market uncertainty and macroeconomic conditions, a recession, or a downturn in the U.S.

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

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

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

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

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

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

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

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

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

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

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

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

The Company is monitoring ongoing developments surrounding international trade and other geopolitical events that may pressure the advertising budgets of its customers and could impact our financial results in future periods.

The current market uncertainty and macroeconomic conditions, a recession, a downturn in the U.S.

economy, or uncertainty resulting from geopolitical events could have a significant impact on the Company's ability to generate revenue and cash flows.

As of March 31, 2026, the Company had approximately $ 135.1 million in cash and cash equivalents, and the $ 450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility") had a borrowing base of $ 439.2 million, $ 50.0 million of outstanding borrowings and $ 29.7 million of outstanding letters of credit, resulting in $ 359.5 million of borrowing base availability.

The Company's total available liquidity as of March 31, 2026 was $ 494.6 million.

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

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reclassifications

1 unchanged sentence

Restricted Cash

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

As of March 31, 2026 and December 31, 2025, the Company did no t have any restricted cash balances on the Consolidated Balance Sheets.

Certain Relationships and Related Party Transactions

1 unchanged sentence

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

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

New Accounting Pronouncements Not Yet Adopted

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, and unrecognized tax benefits.

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

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

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

2 unchanged sentences

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.

1 unchanged sentence

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.

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

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

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

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

IHEARTMEDIA, INC.

3 unchanged sentences

Disaggregation of Revenue

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

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

Three Months Ended September 30, 2025

Revenue from contracts with customers:

Broadcast Radio (1)

$ 427,024 $ — $ — $ — $ 427,024

114,273 — — — 114,273

Sponsorship and Events (3)

45,504 — — — 45,504

Digital, excluding Podcast (4)

— 202,018 — ( 1,128 ) 200,890

— 139,673 — — 139,673

Audio & Media Services (6)

— — 66,605 ( 1,365 ) 65,240

4,140 — — — 4,140

Total 590,941 341,691 66,605 ( 2,493 ) 996,744

Revenue from leases (8)

266 — — — 266

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

Three Months Ended September 30, 2024

Revenue from contracts with customers:

Broadcast Radio (1)

$ 448,808 $ — $ — $ — $ 448,808

115,310 — — — 115,310

Sponsorship and Events (3)

50,329 — — — 50,329

Digital, excluding Podcast (4)

— 186,996 — ( 1,189 ) 185,807

— 114,045 — — 114,045

Audio & Media Services (6)

— — 90,050 ( 1,313 ) 88,737

4,978 — — — 4,978

Total 619,425 301,041 90,050 ( 2,502 ) 1,008,014

Revenue from leases (8)

119 — — — 119

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

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Revenue from contracts with customers:

12 unchanged sentences

Revenue from leases (8)

448 — — — 448

Revenue, total $ 493,463 $ 327,142 $ 66,581 $ ( 2,986 ) $ 884,200

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Revenue from contracts with customers:

12 unchanged sentences

Revenue from leases (8)

544 — — — 544

Revenue, total $ 472,978 $ 277,287 $ 59,323 $ ( 2,487 ) $ 807,101

12 unchanged sentences

Trade and Barter

Trade and barter transactions represent the exchange of advertising spots for merchandise, services, advertising and promotion or other assets in the ordinary course of business.

The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received at contract inception unless this is not reasonably estimable, in which case the consideration is measured based on the standalone selling price of the advertising spots promised to the customer.

The revenues and expenses may not be recognized in the same period depending on the timing of the services, advertising or promotion received in exchange for advertising spots.

Trade and barter transactions represent the exchange of advertising spots for merchandise, services, other advertising or other assets in the ordinary course of business.

The transaction price for these contracts is measured at contract inception at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable, in which case the consideration is measured based on the standalone selling price of the advertising spots promised or delivered to the customer.

Trade and barter revenues and expenses, which are included in consolidated revenue and selling, general and administrative expenses, respectively, were as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2026 2025

Consolidated:

Trade and barter revenues $ 118,737 $ 49,365

Trade and barter expenses ( 90,244 ) ( 33,794 )

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

Barter revenues for investments (1)

11,596 10,283

Total trade and barter income $ 40,089 $ 25,854

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

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

Deferred Revenue

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

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2026 2025

5 unchanged sentences

Ending balance $ 205,122 $ 183,684

(1) Deferred revenue from contracts with customers is included within deferred revenue and other long-term liabilities on the Consolidated Balance Sheets, depending upon when revenue is expected to be recognized.

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

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

however, as of September 30, 2025, the Company expects to recognize $ 219.2 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration greater than one year, with substantially all of this amount to be recognized over the next five years .

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

However, as of March 31, 2026, the Company expects to recognize $ 259.1 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration greater than one year, with substantially all of this amount to be recognized over the next five years .

Expected commissions related to the Company’s media representation business are not included in this amount as they are contingent upon future sales.

IHEARTMEDIA, INC.

12 unchanged sentences

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

During the nine months ended September 30, 2025, the Company recognized non-cash impairment charges of $ 5.4 million due to changes in sublease assumptions for ROU assets related to certain operating leases for which management has made proactive decisions to abandon and sublease in connection with strategic actions to streamline the Company’s real estate footprint.

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

During the nine months ended September 30, 2024, the Company recognized non-cash impairment charges of $ 1.5 million due to changes in sublease assumptions for ROU assets related to certain operating leases for which management has made proactive decisions to abandon and sublease in connection with strategic actions to streamline the Company’s real estate footprint.

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

During the three months ended March 31, 2026, the Company recognized no non-cash impairment charges.

During the three months ended March 31, 2025, the Company recognized non-cash impairment charges of $ 2.9 million due to changes in sublease assumptions for ROU assets related to certain operating leases for which management has made proactive decisions to abandon and sublease in connection with strategic actions to streamline the Company’s real estate footprint.

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

2 unchanged sentences

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

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2026 2025

1 unchanged sentence

Lease liabilities arising from obtaining right-of-use assets (1)

20,166 15,542

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

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

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

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

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

The non-cash operating lease expense was $ 14.1 million and $ 15.7 million for the three months ended March 31, 2026 and 2025, respectively.

IHEARTMEDIA, INC.

4 unchanged sentences

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

(In thousands) September 30,

(In thousands) March 31,

2026 December 31,

9 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Intangible Assets

3 unchanged sentences

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

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

(In thousands) March 31, 2026 December 31, 2025

Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization

4 unchanged sentences

Total $ 2,345,227 $ ( 1,681,966 ) $ 2,345,227 $ ( 1,631,450 )

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

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

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

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

1 unchanged sentence

2027 $ 174,374

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3 unchanged sentences

Foreign currency — — ( 47 ) ( 47 )

Balance as of September 30, 2025

Balance as of March 31, 2026

$ 731,501 $ 311,353 $ 62,595 $ 1,105,449

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

Goodwill Impairment Assessment

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

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

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

Therefore, no impairment of goodwill was recorded.

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

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

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

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

NOTE 5 – LONG-TERM DEBT

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

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

(In thousands) March 31, 2026 December 31, 2025

Asset-based Revolving Credit Facility due 2027 (1)

26 unchanged sentences

Total long-term debt $ 4,962,285 $ 4,979,662

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

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

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

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

The Company’s weighted average interest rate was 9.0 % as of both March 31, 2026 and December 31, 2025.

The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $ 4.0 billion and $ 4.4 billion as of March 31, 2026 and December 31, 2025, respectively.

Under the fair value hierarchy established by ASC 820-10-35, the market value of the Company’s debt is classified as either Level 1 or Level 2.

As of March 31, 2026, the Company was in compliance with all covenants related to its debt agreements.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Under the fair value hierarchy established by ASC 820-10-35, the market value of the Company’s debt is classified as either Level 1 or Level 2.

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

Surety Bonds and Letters of Credit

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

As of March 31, 2026, the Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit of $ 9.8 million and $ 29.7 million , respectively.

These surety bonds and letters of credit relate to various operational matters including insurance, lease and performance bonds as well as other items.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – COMMITMENTS AND CONTINGENCIES

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NOTE 7 – INCOME TAXES

On July 4, 2025, the U.S.

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

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

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

These provisions were made permanent by the OBBBA.

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

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

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

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

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

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

(In thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Current tax benefit (expense) $ ( 6,413 ) $ 860

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

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

Deferred tax benefit (expense) 6,124 ( 136,219 )

Income tax expense $ ( 289 ) $ ( 135,359 )

The effective tax rates for the three months ended March 31, 2026 and 2025 were ( 0.3 )% and ( 93.0 )%, respectively.

The effective tax rates for these three-month periods were primarily impacted by increases in valuation allowances recorded against certain deferred assets, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company's ability to utilize those assets in future periods.

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

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

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

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

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

NOTE 8 – STOCKHOLDERS' DEFICIT

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

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

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

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

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The RSUs vest solely due to continued service over time.

The Performance RSUs generally vest upon the achievement of certain market goals, performance goals, and continued service.

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

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

1 unchanged sentence

(In thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

RSUs $ 3,122 $ 5,328

3 unchanged sentences

$ 359 $ 9,029

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

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

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025, there was $ 17.6 million of unrecognized compensation cost related to share-based compensation arrangements.

(1) Total share-based compensation expense includes $( 3.3 ) million and $ 1.6 million of expense from cash-settled awards for the three months ended March 31, 2026 and March 31, 2025, respectively.

The reduction in share-based compensation recognized in 2026 is due to changes in the Company’s stock price during the first quarter of 2026, resulting in lower expense associated with cash-settled awards.

As of March 31, 2026, there was $ 24.7 million of unrecognized compensation cost related to share-based compensation arrangements.

This cost is expected to be recognized over a weighted average period of approximately 2.3 years and assumes Performance RSUs that have not reached their measurement dates will be fully earned at target.

1 unchanged sentence

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

Although the agreement governing the Special Warrants provides that the Company may decline to permit the exercise of Special Warrants if such exercise would result in more than 22.5 % of our capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, the Company received a ruling from the FCC permitting it to have up to 100 % foreign ownership in the aggregate.

Although the agreement governing the Special Warrants provides that the Company may decline to permit the exercise of Special Warrants if such exercise would result in more than 22.5 % of its capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, the Company received a ruling from the FCC permitting it to have up to 100 % foreign ownership in the aggregate.

Any holder exercising Special Warrants must complete and timely deliver to the warrant agent the required exercise forms and certifications required under the special warrant agreement.

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Computation of Loss per Share

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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net loss attributable to the Company – common shares $ ( 95,223 ) $ ( 281,224 )

6 unchanged sentences

Diluted ( 0.61 ) ( 1.84 )

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

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

IHEARTMEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 9 – SEGMENT DATA

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

The Company's CODM is our Chief Executive Officer.

The Company's CODM is its Chief Executive Officer.

The CODM uses Segment Adjusted EBITDA to evaluate the operating performance of each reportable segment, and to allocate resources.

This measure is the primary measure used by management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and segment management.

The following tables present the Company's segment results:

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

Three Months Ended September 30, 2025

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

Direct operating expenses (1)

236,361 153,385 7,443 — ( 957 ) 396,232

Selling, general and administrative expenses (2)

235,694 58,000 36,577 67,289 ( 1,536 ) 396,024

Segment Adjusted EBITDA (3)

$ 119,152 $ 130,306 $ 22,585 $ ( 67,289 ) $ — $ 204,754

Depreciation and amortization ( 90,061 )

Impairment charges ( 208,501 )

Other operating expense, net ( 1,161 )

Restructuring expenses ( 9,695 )

Share-based compensation expense ( 11,613 )

Operating loss $ ( 116,277 )

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

Intersegment revenues — 1,128 1,365 — — 2,493

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

IHEARTMEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the Company's segment results:

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

Three Months Ended September 30, 2024

Three Months Ended March 31, 2026

Revenue $ 493,463 $ 327,142 $ 66,581 $ — $ ( 2,986 ) $ 884,200

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2025

Revenue $ 472,978 $ 277,287 $ 59,323 $ — $ ( 2,487 ) $ 807,101

17 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Nine Months Ended September 30, 2024

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

Direct operating expenses (1)

673,787 428,847 21,890 — ( 2,775 ) 1,121,749

Selling, general and administrative expenses (2)

703,810 136,773 115,457 203,864 ( 4,799 ) 1,155,105

Segment Adjusted EBITDA (3)

$ 311,317 $ 260,003 $ 91,953 $ ( 203,864 ) $ — $ 459,409

Depreciation and amortization ( 310,849 )

Impairment charges ( 922,144 )

Other operating expense, net ( 2,180 )

Restructuring expenses ( 67,928 )

Share-based compensation expense ( 23,963 )

Operating loss $ ( 867,655 )

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

Intersegment revenues — 3,549 4,025 — — 7,574

Capital expenditures 38,214 17,043 5,800 11,117 — 72,174

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

1 unchanged sentence

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

NOTE 10 – SUBSEQUENT EVENTS

Asset-Based Revolving Credit Facility Draw

On April 28, 2026, iHeartCommunications borrowed $ 75.0 million under the ABL Facility.

This borrowing was executed in connection with the Company's short-term liquidity management strategy to provide financial flexibility in response to recent market uncertainty.

Debt Repayment at Maturity

On May 1, 2026, the Company repaid $ 51.2 million of outstanding debt, including repayments of the Term Loan Facility due 2026 for $ 5.1 million, the Incremental Term Loan Facility due 2026 for $ 1.5 million and the 6.375 % Senior Notes due 2026 for $ 44.6 million.

These payments were made in the ordinary course of business, in accordance with the original terms of the debt agreements, and did not result in any early extinguishment of debt or modification of existing terms.

For more information about the Company's outstanding debt obligations, refer to Note 5, Long-Term Debt .

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

What changed 10-Q

Item 1. Financial Statements