What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-11 compared with 2025-11-10 · 111 added, 236 removed, 303 unchanged (53% of the section changed)

14 unchanged sentences

We believe that our ability to generate cash flow from operations from our businesses and our current liquidity will provide sufficient resources to fund and operate our business, fund capital expenditures and other obligations and make interest payments on our long-term debt for at least the next twelve months.

Certain prior period amounts have been reclassified to conform to the 2026 presentation .

Description of our Business

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Our Multiplatform Group also generates revenue from network syndication, nationally recognized events and other miscellaneous transactions.

Management reviews Multiplatform Group's operations’ overall revenue as well as the revenue from each revenue stream including Broadcast Radio, Networks, and Sponsorship and Events.

Management looks at our Multiplatform Group's operations’ overall revenue as well as each revenue stream including Broadcast Radio, Networks, and Sponsorship and Events.

We periodically review and refine our selling structures in all regions and markets in an effort to maximize the value of our offering to advertisers and, therefore, our revenue.

Management also reviews Multiplatform Group's revenue by region and market size.

Management also looks at Multiplatform Group's revenue by region and market size.

Typically, larger markets can reach larger audiences with wider demographics than smaller markets.

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Management monitors revenue generated through our programmatic ad-buying platform, and our data analytics advertising product, to measure the success of our enhanced marketing optimization tools.

We have made significant investments so we can provide the same ad-buying experience that once was only available from digital-only companies and enable our clients to better understand how our assets can successfully reach their target audiences.

We have made significant

investments so we can provide the same ad-buying experience that once was only available from digital-only companies and enable our clients to better understand how our assets can successfully reach their target audiences.

Management also monitors average advertising rates and cost per mille, the cost of every 1,000 advertisement impressions, which are principally based on the length of the spot and how many people in a targeted audience listen to our stations, as measured by an independent ratings service.

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This environment has led to broader market uncertainty which has impacted our revenues and cash flows.

We are monitoring ongoing developments surrounding international trade that may pressure the advertising budgets of our customers and could impact our financial results in future periods.

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

economy could have a significant impact on our ability to generate revenue and cash flows.

We are monitoring ongoing developments surrounding international trade and other geopolitical events that may pressure the advertising budgets of our 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 our ability to generate revenue and cash flows.

Modernization Initiatives

We implemented operating expense savings initiatives during 2024 to streamline our organization and increase automation and the use of technology.

These modernization initiatives included headcount reductions and other actions and are anticipated to have approximately $150 million of net savings for full year 2025.

Early in the fourth quarter of 2025, we implemented additional initiatives, mainly related to headcount reductions, that are expected to generate approximately $50 million of additional annual savings beginning in 2026.

We continue to explore opportunities for further efficiencies.

Impairment Charges

We perform our annual impairment test on our goodwill and indefinite-lived Federal Communication Commission ("FCC") licenses as of July 1 of each year.

As discussed above, 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.

Our 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.

We obtained the most recent broadcast radio industry revenue projections as well as various other sources of data in developing the assumptions used for purposes of performing impairment testing on our 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 our testing, the estimated fair value of our FCC licenses was below their carrying values.

As a result, we recognized a non-cash impairment charge of $208.5 million on our FCC licenses.

The goodwill impairment test requires us to measure the fair value of our reporting units and compare the estimated fair value to the carrying value, including goodwill.

Each of our 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 us to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on our 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.

The fair values of our reporting units were reevaluated as of July 1, 2025 as part of our annual impairment assessment and no goodwill impairment was recorded as the estimated fair values of our reporting units exceeded the carrying values of the reporting units’ net assets, including goodwill.

While we believe we have made reasonable estimates and utilized reasonable assumptions to calculate the fair values of our 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 impact of current market conditions, as well as the timing of any recovery.

If our actual results are not consistent with our estimates, we could be exposed to future impairment losses that could be material to our results of operations.

In the second quarter of 2026, we announced a new cost reduction initiative that is expected to generate an additional $50 million in annualized savings, and those savings will begin to be realized in the second half of 2026.

This is in addition to the previously announced $100 million of in year 2026 savings, which is comprised of the $50 million of annualized savings announced in the fourth quarter of 2025, and the $50 million of annualized savings announced in the first quarter of 2026.

In addition to these initiatives, we continue to explore opportunities for further efficiencies.

Strategic Marketing Initiatives

Beginning in the third quarter of 2025, we entered into non-cash strategic marketing initiatives designed to expand our digital audience and engagement and support the growth of our broadcast radio programmatic sales capabilities.

We expect these initiatives to continue through the second quarter of 2026, with a significant reduction anticipated in the second half of 2026.

Executive Summary

Consolidated revenues for the third quarter of 2025 decreased due to a decrease in political revenues as 2024 was a presidential election year and lower spending on radio advertising as a result of continued uncertain market conditions, partially offset by an increase in digital and podcast advertising revenue driven by a continued increase in demand for digital advertising.

Consolidated revenues for the first quarter of 2026 increased due to an increase in digital and podcast advertising revenue driven by a continued increase in demand for digital advertising, and an increase in trade revenue related to strategic marketing arrangements, partially offset by lower spending on radio advertising as a result of continued uncertain market conditions.

The key developments that impacted our business during the quarter are summarized below:

• Consolidated Revenue of $997.0 million decreased $11.1 million, or 1.1%, during the quarter ended September 30, 2025 compared to Consolidated Revenue of $1,008.1 million in the prior year's third quarter.

• Multiplatform Group Revenue decreased $28.3 million, or 4.6%, and Segment Adjusted EBITDA decreased $10.7 million, or 8.3%, compared to the prior year's third quarter, respectively.

• Digital Audio Group Revenue increased $40.7 million, or 13.5%, and Segment Adjusted EBITDA increased $30.3 million, or 30.3%, compared to the prior year's third quarter, respectively.

• Audio & Media Services Group Revenue decreased $23.4 million, or 26.0%, and Segment Adjusted EBITDA decreased $21.8 million, or 49.1%, compared to the prior year's third quarter, respectively.

• Operating loss of $116.3 million changed $193.0 million from Operating income of $76.7 million in the prior year’s third quarter primarily due to non-cash impairment charges of $208.5 million recognized in the third quarter of 2025 related to our FCC licenses.

• Net loss of $65.8 million increased $24.4 million from $41.3 million in the prior year's third quarter.

• Cash flows used for operating activities of $9.5 million changed from cash flows provided by operating activities of $102.8 million in the prior year's third quarter.

• Adjusted EBITDA (1) of $204.8 million increased $0.2 million from $204.6 million in the prior year's third quarter.

• Free cash flow (2) of $(32.8) million decreased from $73.3 million in the prior year's third quarter.

• Consolidated Revenue of $884.2 million increased $77.1 million, or 9.6%, during the quarter ended March 31, 2026 compared to Consolidated Revenue of $807.1 million in the prior year's first quarter.

• Multiplatform Group Revenue increased $20.5 million, or 4.3%, and Segment Adjusted EBITDA decreased $23.0 million, or 32.9%, compared to the prior year's first quarter, respectively.

• Digital Audio Group Revenue increased $49.9 million, or 18.0%, and Segment Adjusted EBITDA decreased $0.3 million, or 0.3%, compared to the prior year's first quarter, respectively.

• Audio & Media Services Group Revenue increased $7.3 million, or 12.2%, and Segment Adjusted EBITDA increased $8.6 million, or 54.7%, compared to the prior year's first quarter, respectively.

• Operating income of $1.5 million improved $26.9 million from Operating loss of $25.4 million in the prior year’s first quarter.

• Net loss of $95.6 million improved $185.3 million from $280.9 million in the prior year's first quarter.

• Cash flows used for operating activities of $92.5 million increased from cash flows used for operating activities of $60.9 million in the prior year's first quarter.

• Adjusted EBITDA (1) of $92.6 million decreased $12.0 million from $104.6 million in the prior year's first quarter.

• Free cash flow (2) of $(114.5) million decreased from $(80.7) million in the prior year's first quarter.

The table below presents a summary of our historical results of operations for the periods presented:

(In thousands) Three Months Ended

September 30,

2026 2025 Change

Revenue $ 884,200 $ 807,101 9.6 %

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Net loss (95,618) (280,883) (66.0) %

Cash provided by (used for) operating activities (9,549) 102,765

Cash used for operating activities (92,540) (60,944) 51.8 %

Adjusted EBITDA (1)

4 unchanged sentences

generally accepted accounting principles ("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 this MD&A.

(2) For a definition of Free cash flow and a reconciliation to Cash provided by (used for) operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash provided by (used for) operating activities to Free cash flow” in this MD&A.

(2) For a definition of Free cash flow and a reconciliation to Cash used for operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash used for operating activities to Free cash flow” in this MD&A.

Results of Operations

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(In thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Revenue $ 884,200 $ 807,101

9 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)

Less amount attributable to noncontrolling interest

503 (60) 336 9

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

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(In thousands) Three Months Ended

September 30, % Nine Months Ended

September 30, %

2025 2024 Change 2025 2024 Change

2026 2025 Change

Broadcast Radio $ 361,435 $ 340,736 6.1 %

9 unchanged sentences

Revenue, total $ 884,200 $ 807,101 9.6 %

Consolidated results for the three and nine months ended September 30, 2025 compared to the consolidated results for the three and nine months ended September 30, 2024 were as follows:

Consolidated revenue decreased $11.1 million during the three months ended September 30, 2025 compared to the same period of 2024.

Multiplatform Group revenue decreased $28.3 million, or 4.6%, primarily resulting from lower political revenues, as 2024 was a presidential election year, as well as a decrease in broadcast advertising in connection with continued uncertain market conditions, partially offset by an increase in non-cash trade revenue resulting from strategic marketing initiatives.

Digital Audio Group revenue increased $40.7 million, or 13.5%, driven primarily by continuing increases in demand for digital and podcast advertising, as well as increased non-cash trade revenue resulting from strategic marketing initiatives.

Audio & Media Services revenue decreased $23.4 million, or 26.0%, primarily as a result of lower political revenues at Katz Media, as 2024 was a presidential election year.

Consolidated revenue increased $1.5 million during the nine months ended September 30, 2025 compared to the same period of 2024.

Multiplatform Group revenue decreased $80.1 million, or 4.7%, primarily resulting from a decrease in broadcast advertising in connection with continued uncertain market conditions, and lower political revenues, as 2024 was a presidential election year.

Consolidated results for the three months ended March 31, 2026 compared to the consolidated results for the three months ended March 31, 2025 were as follows:

Consolidated revenue increased $77.1 million during the three months ended March 31, 2026 compared to the same period of 2025.

Multiplatform Group revenue increased $20.5 million, or 4.3%, primarily resulting from an increase in non-cash trade revenue resulting from strategic marketing initiatives, partially offset by a decrease in broadcast advertising in connection with continued uncertain market conditions.

Digital Audio Group revenue increased $49.9 million, or 18.0%, driven primarily by continuing increases in demand for digital and podcast advertising, as well as increased non-cash trade revenue resulting from strategic marketing initiatives.

Audio & Media Services revenue decreased $35.6 million, or 15.5%, primarily as a result of Katz Media revenue largely due to lower political revenues, as 2024 was a presidential election year, as well as nonrecurring contract termination fees earned by Katz Media in 2024, partially offset by an increase in digital advertising.

Audio & Media Services revenue increased $7.3 million, or 12.2%, primarily as a result of strong demand for digital advertising .

Direct Operating Expenses

Consolidated direct operating expenses decreased $10.6 million, or 2.6%, during the three months ended September 30, 2025, compared to the same period of 2024.

The decrease was primarily driven by lower employee compensation cost in connection with modernization initiatives taken in 2024, partially offset by higher variable content costs, including higher third-party digital costs related to the increase in digital revenues.

Consolidated direct operating expenses increased $13.5 million, or 1.2%, during the nine months ended September 30, 2025 compared to the same period of 2024.

The increase was primarily driven by higher variable content costs, including higher podcast profit share and third-party digital costs related to the increase in digital revenues, partially offset by a decrease in employee compensation cost in connection with modernization initiatives taken in 2024.

Consolidated direct operating expenses increased $18.7 million, or 5.3%, during the three months ended March 31, 2026, compared to the same period of 2025.

The increase was primarily driven by higher variable content costs, including higher third-party digital costs related to the increase in digital revenues, partially offset by a decrease in employee compensation cost related to our modernization initiatives.

Selling, General and Administrative Expenses

Consolidated SG&A expenses decreased $4.4 million, or 1.1%, during the three months ended September 30, 2025, compared to the same period of 2024.

The decrease was driven primarily by a decrease in costs incurred in connection with executing on our cost savings initiatives, including decreased employee compensation cost due to our modernization initiatives as well as lower sales commissions related to the decline in broadcast revenue, partially offset by increases in bad debt expense and employee benefit expense related to the reestablishment of the 401(k) match program during the first quarter of 2025.

Consolidated SG&A expenses decreased $27.3 million, or 2.2%, during the nine months ended September 30, 2025 compared to the same period of 2024.

The decrease was driven primarily by a decrease in costs incurred in connection with executing on our cost savings initiatives, including decreased employee compensation cost due to our modernization initiatives, as well as lower sales commissions related to the decline in broadcast revenue, partially offset by increases in bonus expense based on 2025 results, non-cash trade and barter expense, and employee benefit expense related to the reestablishment of the 401(k) match program during the first quarter of 2025.

Consolidated SG&A expenses increased $45.4 million, or 11.9%, during the three months ended March 31, 2026, compared to the same period of 2025.

The increase was driven primarily by an increase in non-cash trade and barter expense associated with revenues generated by strategic marketing initiatives entered into in the prior year, partially offset by decreased cash-settled share-based compensation expense driven by changes in our stock price.

Depreciation and Amortization

Depreciation and amortization decreased $11.3 million and $38.5 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods of 2024 primarily as a result of a lower fixed asset base due to lower levels of capital expenditures.

Impairment Charges

During the three and nine months ended September 30, 2025, we recorded non-cash impairment charges of $208.5 million and $213.9 million, respectively, primarily to reduce the carrying values of our indefinite-lived FCC licenses to their estimated fair values during the third quarter of 2025 as discussed above.

No impairment related to our goodwill was recorded during the three and nine months ended September 30, 2025 as discussed in Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill .

During the nine months ended September 30, 2024, we recorded non-cash impairment charges of $922.1 million primarily to reduce the carrying values of our indefinite-lived FCC licenses and our goodwill to their estimated fair values.

The 2024 impairment charges resulted from the economic uncertainty due to inflation and higher interest rates that has had an adverse impact on our results, and has resulted in a significant decrease in the trading values of our debt and equity securities for a sustained period.

Depreciation and amortization decreased $10.5 million during the three months ended March 31, 2026 compared to the same period of 2025 primarily as a result of a lower fixed asset base due to lower levels of capital expenditures.

Interest Expense, net

Interest expense increased $6.1 million and $16.3 million during the three and nine months ended September 30, 2025, respectively, compared to the same periods of 2024 primarily as a result of an increase in contractual interest rates in connection with the debt exchange transaction that closed in the fourth quarter of 2024.

Gain (Loss) On Investments, Net

During the three and nine months ended September 30, 2025, we recognized losses on investments, net of $13.2 million and $32.7 million, respectively, related to declines in the value of our investments.

During the nine months ended September 30, 2024, we recogn ized a gain on in vestments, net of $91.5 million, related primarily to the $101.4 million gain recognized on the sale of our investment in Broadcast Music, Inc.

("BMI") in the first quarter of 2024, partially offset by declines in the value of certain investments.

Income Tax Benefit (Expense)

Our 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 One Big Beautiful Bill Act ("OBBBA") tax provisions discussed in Note 7, Income Taxes .

These tax benefits were partially 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.

The deferred tax benefit primarily related to the FCC license impairment charges recorded during the third quarter of 2025 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.

As a result of these increased tax deductions, we now expect a reduction in our tax payments in current and future years.

Our 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 in Note 7, Income Taxes .

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.

Interest expense decreased $4.5 million during the three months ended March 31, 2026 compared to the same period of 2025 primarily as a result of a decrease in interest rates associated with our floating-rate debt .

Loss On Investments, Net

During the three months ended March 31, 2025, we recogn ized a loss on in vestments, net of $18.6 million related to declines in the value of our investments.

Income Tax Expense

Our 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 changes in the forecasted increase 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.

Net Loss Attributable to the Company

Net loss attributable to the Company increased $25.0 million to $66.3 million during the three months ended September 30, 2025 compared to $41.3 million during the three months ended September 30, 2024, primarily due to the non-cash impairment charges of $208.5 million recognized in the third quarter of 2025, partially offset by an increase in the deferred tax benefits recorded in 2025 compared to the prior year period.

Net loss attributable to the Company improved $610.5 million to $431.0 million during the nine months ended September 30, 2025 compared to $1,041.4 million during the nine months ended September 30, 2024.

The improvement was primarily due to the non-cash impairment charges of $922.1 million recognized in 2024 compared to $213.9 million recognized in 2025, partially offset by the $101.4 million gain recognized on the sale of our investment in BMI in the first quarter of 2024.

Net loss attributable to the Company improved $186.0 million to $95.2 million during the three months ended March 31, 2026 compared to $281.2 million during the three months ended March 31, 2025.

The improvement was primarily due to the income tax benefit during the three months ended March 31, 2026 compared to the income tax expense during the three months ended March 31, 2025, as discussed above.

Multiplatform Group Results

(In thousands) Three Months Ended

September 30, % Nine Months Ended

September 30, %

2025 2024 Change 2025 2024 Change

2026 2025 Change

Revenue $ 493,463 $ 472,978 4.3 %

4 unchanged sentences

(1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.

Revenue from our Multiplatform Group decreased $28.3 million compared to the prior year primarily due to lower political revenues, as 2024 was a presidential election year, as well as a decrease in broadcast advertising in connection with continued uncertain market conditions, partially offset by an increase in non-cash trade revenue resulting from strategic marketing initiatives.

Broadcast revenue decreased $21.8 million, or 4.9%, year-over-year, driven by lower spot revenue.

Networks decreased $1.0 million, or 0.9%, year-over-year.

Revenue from Sponsorship and Events decreased $4.8 million, or 9.6%, year-over-year.

Operating expenses decreased $17.6 million, driven primarily by a decrease in employee compensation cost due to our modernization initiatives, as well as lower sales commissions related to the decline in broadcast revenue, partially offset by an increase in bad debt expense.

Revenue from our Multiplatform Group decreased $80.1 million compared to the prior year primarily due to a decrease in broadcast advertising in connection with continued uncertain market conditions, as well as lower political revenues as 2024 was a presidential election year.

Broadcast revenue decreased $70.1 million, or 5.7%, year-over-year, driven by lower spot revenue.

Revenue from our Multiplatform Group increased $20.5 million compared to the prior year primarily resulting from an increase in non-cash trade revenue resulting from strategic marketing initiatives, partially offset by a decrease in broadcast advertising in connection with continued uncertain market conditions.

Broadcast revenue increased $20.7 million, or 6.1%, year-over-year, driven by an increase in non-cash trade revenue resulting from strategic marketing initiatives, partially offset by lower spot revenue.

Networks decreased $2.2 million, or 2.2%, year-over-year.

Revenue from Sponsorship and Events decreased $0.6 million, or 2.2%, year-over-year.

Operating expenses decreased $54.3 million, driven primarily by a decrease in employee compensation cost due to our modernization initiatives, as well as lower sales commissions related to the decline in broadcast revenue.

Operating expenses increased $43.5 million, driven primarily by higher trade and barter expenses resulting from strategic marketing initiatives.

Digital Audio Group Results

(In thousands) Three Months Ended

September 30, % Nine Months Ended

September 30, %

2025 2024 Change 2025 2024 Change

2026 2025 Change

Revenue $ 327,142 $ 277,287 18.0 %

5 unchanged sentences

Revenue from our Digital Audio Group increased $49.9 million compared to the prior year, driven by Podcast revenue which increased by $31.2 million, or 26.9% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $18.7 million, or 11.6% year-over-year, primarily due to an increase in demand for digital advertising, as well as increased non-cash trade revenue resulting from strategic marketing initiatives.

Operating expenses increased $10.4 million, primarily driven by higher variable content costs, including third-party digital costs related to the increase in revenues, bonus expense based on 2025 results and non-cash trade expenses.

Revenue from our Digital Audio Group increased $117.2 million compared to the prior year, driven by Podcast revenue which increased by $80.8 million, or 26.1% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $36.4 million, or 7.0% year-over-year, primarily due to an increase in demand for digital advertising, as well as increased non-cash trade revenue resulting from strategic marketing initiatives.

Operating expenses increased $52.2 million, primarily driven by higher variable content costs, including higher podcast profit share and third-party digital costs related to the increase in revenues.

Operating expenses increased $50.1 million, primarily driven by higher variable content costs, including third-party digital costs related to the increase in revenues, and higher non-cash trade expense resulting from strategic marketing initiatives.

Audio & Media Services Group Results

(In thousands) Three Months Ended

September 30, % Nine Months Ended

September 30, %

2025 2024 Change 2025 2024 Change

2026 2025 Change

Revenue $ 66,581 $ 59,323 12.2 %

4 unchanged sentences

(1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.

Revenue from our Audio & Media Services Group decreased $23.4 million compared to the prior year period primarily due to lower political revenues as 2024 was a presidential election year, as well as a decrease in broadcast advertising in connection with uncertain market conditions.

Operating expenses decreased $1.6 million primarily due to a decrease in employee compensation cost due to our modernization initiatives.

Revenue from our Audio & Media Services Group decreased $35.6 million compared to the prior year period primarily due to contract termination fees earned by Katz Media in the first quarter of 2024, a decrease in broadcast advertising in connection with uncertain market conditions, as well as lower political revenues as 2024 was a presidential election year, partially offset by increased demand for digital advertising.

Revenue from our Audio & Media Services Group increased $7.3 million compared to the prior year period primarily due to an increase in digital revenues.

Operating expenses decreased $1.4 million primarily due to a decrease in employee compensation cost due to our modernization initiatives.

1 unchanged sentence

(In thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Operating income (loss) $ 1,486 $ (25,434)

8 unchanged sentences

(In thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

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

Income tax expense 289 135,359

Interest expense, net 95,898 100,386

1 unchanged sentence

EBITDA $ 81,946 $ 46,763

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

Loss on extinguishment of debt 109 — 1,569 —

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

Loss on investments, net 545 18,594

Other expense, net 320 1,160

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

5 unchanged sentences

$ 92,633 $ 104,588

(1) We define Adjusted EBITDA as consolidated Operating income (loss) adjusted to exclude restructuring expenses included within Direct operating expenses and SG&A expenses, and share-based compensation expenses included within SG&A expenses, as well as the following line items presented in our Statements of Operations:

following line items presented in our Statements of Operations:

Depreciation and amortization, Impairment charges and Other operating expense.

Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Income tax (benefit) expense, Interest expense, net, Depreciation and amortization, (Gain) loss on investments, net, Loss on extinguishment of debt, Other (income) expense, net, Equity in (earnings) loss of nonconsolidated affiliates, Impairment charges, Other operating expense, Restructuring expenses and Share-based compensation expense.

Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Income tax expense, Interest expense, net, Depreciation and amortization, Loss on investments, net, Loss on extinguishment of debt, Other (income) expense, net, Equity in (earnings) loss of nonconsolidated affiliates, Impairment charges, Other operating expense, Restructuring expenses and Share-based compensation expense.

Restructuring expenses primarily include expenses incurred in connection with cost-saving initiatives, as well as certain expenses, which, in the view of management, are outside the ordinary course of business or otherwise not representative of the Company's operations during a normal business cycle.

We use Adjusted EBITDA, among other measures, to evaluate the Company’s operating performance.

This measure is among the primary measures used by management for the planning and forecasting of future

periods, as well as for measuring performance for compensation of executives and other members of management.

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

We believe this measure is an important indicator of our operational strength and performance of our business because it provides a link between operational performance and Operating income (loss).

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Because it excludes certain financial information compared with operating income and compared with consolidated Net loss, the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.

Reconciliation of Cash provided by (used for) operating activities to Free Cash Flow

Reconciliation of Cash used for operating activities to Free Cash Flow

(In thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Cash provided by (used for) operating activities $ (9,549) $ 102,765 $ (63,672) $ 70,217

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

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

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$ (114,453) $ (80,674)

(1) We define Free cash flow ("Free Cash Flow") as Cash provided by (used for) operating activities less capital expenditures, which is disclosed as Purchases of property, plant and equipment in the Company's Consolidated Statements of Cash Flows.

(1) We define Free cash flow ("Free Cash Flow") as Cash used for operating activities less capital expenditures, which is disclosed as Purchases of property, plant and equipment in the Company's Consolidated Statements of Cash Flows.

We use Free Cash Flow, among other measures, to evaluate the Company’s liquidity and its ability to generate cash flow.

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In addition, we believe that Free Cash Flow helps improve investors' ability to compare our liquidity with other companies.

Since Free Cash Flow is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, Cash provided by (used for) operating activities and may not be comparable to similarly titled measures employed by other companies.

Since Free Cash Flow is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, Cash used for operating activities and may not be comparable to similarly titled measures employed by other companies.

Free Cash Flow is not necessarily a measure of our ability to fund our cash needs.

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Pursuant to our 2021 Plan, we may grant restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals.

Share-based compensation expenses are recorded in SG&A expenses and were $11.6 million and $8.3 million for the three months ended September 30, 2025 and 2024, respectively, and $27.9 million and $24.0 million for the nine months ended September 30, 2025 and 2024, respectively.

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

Share-based compensation expenses are recorded in SG&A expenses and were $0.4 million and $9.0 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there was $24.7 million of unrecognized compensation cost related to unvested 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 will be fully earned at target.

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The following discussion highlights cash flow activities during the periods presented:

(In thousands) Nine Months Ended

September 30,

(In thousands) Three Months Ended

Cash provided by (used for):

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(114,453) (80,674)

(1) For a definition of Free Cash Flow and a reconciliation to Cash provided by (used for) operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash provided by (used for) operating activities to Free Cash Flow” in this MD&A.

(1) For a definition of Free Cash Flow and a reconciliation to Cash used for operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash used for operating activities to Free Cash Flow” in this MD&A.

Operating Activities

Cash used for operating activities was $63.7 million during the nine months ended September 30, 2025 compared to $70.2 million provided by operating activities during the nine months ended September 30, 2024.

The decrease was primarily due to timing of expense recognition related to trade and barter revenue resulting from strategic marketing initiatives, a reduction in accrued income taxes as a result of the OBBBA, and timing of payments, partially offset by the timing of interest payments as accrued interest was paid in the fourth quarter of 2024 upon closing of the debt exchange transaction that would have been paid in 2025 under the old debt terms.

Cash used for operating activities was $92.5 million during the three months ended March 31, 2026 compared to $60.9 million used for operating activities during the three months ended March 31, 2025.

The increase was primarily driven by the timing of receivable collections, as well as the timing of interest payments.

Accrued interest was paid in the fourth quarter of 2024 for the debt exchange transaction that would have been paid in the first quarter of 2025 under the old debt terms.

Investing Activities

Cash used for investing activities of $57.9 million during the nine months ended September 30, 2025 primarily reflects $63.0 million in cash used for capital expenditures.

Cash used for investing activities of $23.5 million during the three months ended March 31, 2026 primarily reflects $21.9 million in cash used for capital expenditures.

For capital expenditures, we spent $10.4 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $5.5 million in our Digital Audio Group segment primarily related to IT infrastructure, $2.0 million in our Audio & Media Services Group segment, primarily related to software, and $4.0 million in Corporate primarily related to equipment and software purchases.

Cash provided by investing activities of $23.5 million during the nine months ended September 30, 2024 primarily reflects $101.4 million of proceeds received from the sale of our investment in BMI, partially offset by $72.2 million in cash used for capital expenditures.

Cash used for investing activities of $20.1 million during the three months ended March 31, 2025 primarily reflects $19.7 million in cash used for capital expenditures.

For capital expenditures, we spent $5.9 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $5.9 million in our Digital Audio Group segment primarily related to IT infrastructure, $5.6 million in our Audio & Media Services Group segment primarily related to software, and $2.3 million in Corporate primarily related to equipment and software purchases.

Financing Activities

Cash provided by financing activities totaled $53.9 million during the nine months ended September 30, 2025 primarily due to the $100.0 million borrowed under the $450.0 million ABL Facility (defined below), partially offset by the quarterly amortization payments on the Term Loans due 2029 and payments reducing our debt premium recorded in connection with the debt exchange transaction completed in the fourth quarter of 2024.

Cash used for financing activities totaled $8.4 million during the nine months ended September 30, 2024 primarily due to distributions to noncontrolling interest holders.

Cash used for financing activities totaled $19.6 million during the three months ended March 31, 2026 primarily due to quarterly amortization payments on the Term Loans due 2029 and payments reducing our debt premium.

Cash used for financing activities totaled $11.0 million during the three months ended March 31, 2025 primarily related to the quarterly amortization payment on the Term Loans due 2029 and payments reducing our debt premium recorded in connection with the debt exchange transaction completed in the fourth quarter of 2024.

Sources of Liquidity and Anticipated Cash Requirements

Our primary sources of liquidity are cash on hand, which consisted of cash and cash equivalents of $192.2 million as of September 30, 2025, and cash flows from operations.

During the nine months ended September 30, 2025, iHeartCommunications, Inc.

(“iHeartCommunications”), our indirect wholly-owned subsidiary, 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").

Our primary sources of liquidity are cash on hand, which consisted of cash and cash equivalents of $135.1 million as of March 31, 2026, and cash flows from operations.

During the year ended December 31, 2025, iHeartCommunications, Inc.

(“iHeartCommunications”), our indirect wholly-owned subsidiary, borrowed $100 million under the $450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility"), of which $50.0 million was repaid during the fourth quarter of 2025.

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

The funds remain 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, and $32.5 million of outstanding letters of credit, resulting in $317.5 million available for borrowing following the $100.0 million of outstanding borrowings.

Our total available liquidity 1 as of September 30, 2025 was $509.8 million.

As of March 31, 2026, the ABL Facility had a borrowing base of $439.2 million, and $29.7 million of outstanding letters of credit, resulting in $359.5 million available for borrowing following the $50.0 million of outstanding borrowings.

Our total available liquidity 1 as of March 31, 2026 was $494.6 million.

The ABL Facility matures on May 17, 2027, and we are assessing refinancing options to enhance liquidity, extend the maturity profile, and support ongoing working capital needs.

We regularly evaluate the impact of economic conditions on our business.

A challenging macroeconomic environment has led to market uncertainty which has continued to negatively impact our revenues and cash flows.

For the nine months ended September 30, 2025, our consolidated revenues increased slightly compared to the nine months ended September 30, 2024 primarily due to revenue growth in our Digital Audio Group, partially offset by lower political revenue and lower broadcast revenue in our Multiplatform Group, among other factors discussed in the Results of Operations section of this MD&A.

For the three months ended March 31, 2026, our consolidated revenues increased compared to the three months ended March 31, 2025 primarily due to an increase in non-cash trade revenue resulting from strategic marketing initiatives, as well as revenue growth in our Digital Audio Group, partially offset by lower broadcast revenue in our Multiplatform Group, among other factors discussed in the Results of Operations section of this MD&A.

Although we cannot predict future economic conditions or the impact of any potential contraction of economic growth on our business, we believe that we have sufficient liquidity to continue to fund our operations for at least the next twelve months.

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These obligations impact our short-term and long-term liquidity and capital resource needs.

Certain contractual obligations are reflected on the Consolidated Balance Sheet as of September 30, 2025, while others are considered future commitments.

Certain contractual obligations are reflected on the Consolidated Balance Sheet as of March 31, 2026, while others are considered future commitments.

Our contractual obligations primarily consist of long-term debt and related interest payments, commitments under non-cancelable operating lease agreements, employment and talent contracts, and music license fees.

In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity for the next twelve months will be to fund fluctuations in working capital, make interest and tax payments, fund capital expenditures, make voluntary debt repayments and pursue other strategic opportunities, and maintain operations.

Assuming the current level of borrowings and interest rates in effect at September 30, 2025, we anticipate cash payments to service our debt of approximately $102.1 million in the remainder of 2025.

These debt service cash payments include interest, quarterly term loan amortization payments and payments related to the debt premium.

The increase in payments is primarily due to quarterly term loan amortization payments, as well as to an increase in interest rates in connection with the debt exchange transaction that closed in the fourth quarter of 2024 .

Assuming the current level of borrowings and interest rates in effect at March 31, 2026, we anticipate cash payments to service our debt of approximately $377.2 million in the remainder of 2026.

These debt service cash payments include principal amounts maturing in 2026, interest, quarterly term loan amortization payments and payments related to the debt premium.

The increase in payments is primarily due to debt maturity payments made in the second quarter of 2026 .

Future increases in interest rates could have a significant impact on our cash interest payments.

We acknowledge the challenges posed by market uncertainty as a result of global economic weakness and other macroeconomic and political trends, however, we remain confident in our business, our employees and our strategy.

Further, we believe our available liquidity will allow us to fund capital expenditures and other obligations and make interest payments on our long-term debt for at least the next twelve months.

We acknowledge the challenges posed by market uncertainty as a result of global economic weakness and other macroeconomic and political trends, including ongoing developments surrounding geopolitical events, however, we remain confident in our business, our employees and our strategy.

Further, we believe our available liquidity will allow us to fund capital expenditures and other obligations and make interest and debt maturity payments on our long-term debt for at least the next twelve months.

If these sources of liquidity need to be augmented, additional cash requirements would likely be financed through the issuance of debt or equity securities;

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Summary Debt Capital Structure

As of September 30, 2025 and December 31, 2024, we had the following debt outstanding, net of cash and cash equivalents:

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

As of March 31, 2026 and December 31, 2025, we had the following debt outstanding, net of cash and cash equivalents:

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

Asset-based Revolving Credit Facility due 2027 $ 50,000 $ 50,000

$ 100,000 $ —

Term Loan Facility due 2026 5,095 5,095

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$ 4,672,156 $ 4,540,019

(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) 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.

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Our ABL Facility contains a springing fixed charge coverage ratio that is effective if certain triggering events related to borrowing capacity under the ABL Facility occur.

As of September 30, 2025, no triggering event had occurred and, as a result, we were not required to comply with any fixed charge coverage ratio as of or for the period ended September 30, 2025.

As of March 31, 2026, no triggering event had occurred and, as a result, we were not required to comply with any fixed charge coverage ratio as of or for the period ended March 31, 2026.

Other than our ABL Facility, none of our long-term debt includes maintenance covenants that could trigger early repayment.

As of September 30, 2025, we were in compliance with all covenants related to our debt agreements.

As of March 31, 2026, we were in compliance with all covenants related to our debt agreements.

For additional information regarding our debt, refer to Note 5, Long-Term Debt .

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The amounts involved may be material.

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 our short-term liquidity management strategy to provide financial flexibility in response to recent market uncertainty.

Debt Repayment at Maturity

On May 1, 2026, we 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 our outstanding debt obligations, refer to Note 5, Long-Term Debt .

Supplemental Financial Information under Debt Agreements

Pursuant to iHeartCommunications' material debt agreements, iHeartMedia Capital I, LLC ("Capital I"), the parent guarantor and a subsidiary of iHeartMedia, is permitted to satisfy its reporting obligations under such agreements by furnishing iHeartMedia’s consolidated financial information and an explanation of the material differences between iHeartMedia’s consolidated financial information, on the one hand, and the financial information of Capital I and its consolidated restricted subsidiaries, on the other hand.

Because neither iHeartMedia nor iHeartMedia Capital II, LLC, a wholly-owned direct subsidiary of iHeartMedia and the parent of Capital I, have any operations or material assets or liabilities, there are no material differences between iHeartMedia’s consolidated financial information for the three and nine months ended September 30, 2025, and Capital I’s and its consolidated restricted subsidiaries’ financial information for the same period.

Further, as of September 30, 2025, we were in compliance with all covenants related to our debt agreements.

Because neither iHeartMedia nor iHeartMedia Capital II, LLC, a wholly-owned direct subsidiary of iHeartMedia and the parent of Capital I, have any operations or material assets or liabilities, there are no material differences between iHeartMedia’s consolidated financial information for the three months ended March 31, 2026, and Capital I’s and its consolidated restricted subsidiaries’ financial information for the same period.

Further, as of March 31, 2026, we were in compliance with all covenants related to our debt agreements.

Commitments, Contingencies and Guarantees

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Accordingly, our earnings will be affected by changes in interest rates.

As of September 30, 2025, approximately 46% of our aggregate principal amount of long-term debt bore interest at floating rates.

Assuming the current level of borrowings and assuming a 100 bps change in floating interest rates, it is estimated that our interest expense for the nine months ended September 30, 2025 would have changed by $17.0 million.

As of March 31, 2026, approximately 45% of our aggregate principal amount of long-term debt bore interest at floating rates.

Assuming the level of borrowings as of March 31, 2026 and assuming a 100 bps change in floating interest rates, it is estimated that our interest expense for the three months ended March 31, 2026 would have changed by $5.4 million.

In the event of an adverse change in interest rates, management may take actions to mitigate our exposure.

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Critical Accounting Estimates

The preparation of our financial statements in conformity with U.S.

GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period.

On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances.

The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources.

Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material.

Other than the following, there have been no significant changes to our critical accounting policies and estimates disclosed in “Critical Accounting Estimates” of Item 7, Management’s Discussion and Analysis of our Annual Report on Form 10-K for the year ended December 31, 2024.

We perform our annual impairment test on goodwill and indefinite-lived intangible assets as of July 1 of each year.

Indefinite-lived Intangible Assets

Indefinite-lived intangible assets, such as our FCC licenses, are reviewed for impairment using a combination of the direct and market valuation methods.

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

Under the direct valuation method, it is assumed that rather than acquiring indefinite-lived intangible assets as a part of a going concern business, the buyer hypothetically obtains indefinite-lived intangible assets and builds a new operation with similar attributes from scratch.

Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value.

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

Our 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.

We performed our annual impairment test as of July 1, 2025 in accordance with ASC 350-30-35 and we concluded that a $208.5 million impairment of the indefinite-lived intangible assets was required.

In determining the fair value of our FCC licenses, the following key assumptions were used:

• Revenue forecasts published by BIA Financial Network, Inc.

(“BIA”), varying by market;

• 2.0% over-the-air revenue growth and 3.0% digital revenue growth was assumed beyond the initial five-year period and 1.0% revenue growth was assumed in the terminal period;

• Revenue was grown proportionally over a build-up period, reaching market revenue forecast by year 3;

• Operating margins of 8.0% in the first year gradually climb to the industry average margin in year 3 of up to 14.1%, depending on market size;

• Assumed discount rates of 9.5% for large markets and 10.0% for small markets.

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.

While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the fair value of our indefinite-lived intangible assets, it is possible a material change could occur.

If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future.

The following table shows the decrease in the fair value of our indefinite-lived intangible assets that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption:

Impact on the Fair Value of our FCC Licenses due to 100 bps Change in:

Revenue Growth Rate Profit Margin Discount Rate

(in thousands)

$ 77,136 $ 89,771 $ 93,518

At September 30, 2025, the carrying value of our FCC licenses was $601.4 million after the impairment of $208.5 million .

An increase in discount rates, a decrease in revenue growth rates or profit margins, or a decrease in BIA revenue forecasts could result in additional impairment to our FCC licenses.

We test goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.

The fair value of our reporting units is used to apply value to the net assets of each reporting unit.

To the extent that the carrying amount of net assets would exceed the fair value, an impairment charge may be required to be recorded.

Based on the impairment testing performed as of July 1, 2025, no impairment was identified for any of our reporting units.

Fair values increased or remained flat across the reporting units, primarily driven by stronger debt and equity market performance .

The valuation methodology we use for valuing goodwill involves considering the implied fair values of our reporting units based on market factors including the trading prices of our debt and equity securities, and estimating future cash flows expected to be generated from the related assets, discounted to their present values using a risk-adjusted discount rate.

Terminal values are also estimated and discounted to their present values.

We performed our annual impairment test as of July 1, 2025 in accordance with ASC 350-30-35, resulting in no impairment of goodwill.

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

For purposes of assessing the discounted future cash flows of our reporting units, we used the following assumptions:

• Expected cash flows underlying our business plans for the periods 2025 through 2029.

Our cash flow assumptions are based on detailed, multi-year forecasts performed by each of our operating reporting units, and reflect the current advertising outlook across our businesses.

• Revenues beyond 2029 are projected to grow at a perpetual growth rate, which we estimated at 1.0% for our Multiplatform Reporting unit (beyond 2034), 3.0% for our Digital Audio Reporting unit (beyond 2033), and 2.0% for our RCS and Katz Media Reporting units.

• Profit margins beyond 2029 utilize the 2029 margin implied in the multi-year forecasts.

• In order to risk adjust the cash flow projections in determining fair value, we utilized discounts rates between 15% and 16% for each of our reporting units.

While we believe we have made reasonable estimates and utilized appropriate assumptions to calculate the estimated fair value of our reporting units, it is possible a material change could occur.

If future results are not consistent with our assumptions and estimates, we may be exposed to additional impairment charges in the future.

The following table shows the decline in the fair value of each of our reporting units that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption:

(In thousands) Impact on the Fair Value of our Goodwill due to 100bps Change in:

Reporting Unit Revenue Growth Rate Profit Margin Discount Rate

Multiplatform $ 164,008 $ 118,902 $ 145,275

Digital 112,398 89,400 104,408

Katz Media 12,591 9,808 10,516

RCS 11,751 5,168 8,981

An increase in discount rates or a decrease in revenue growth rates or profit margins could result in additional impairment charges being required to be recorded for one or more of our reporting units.

There have been no significant changes to our critical accounting policies and estimates disclosed in “Critical Accounting Estimates” of Item 7, Management’s Discussion and Analysis of our Annual Report on Form 10-K for the year ended December 31, 2025.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf.

This report contains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our future operating and financial performance, financial position and results of operations, macroeconomic trends including inflation, interest rates and potential recessionary indicators, anticipated income tax benefits from the OBBBA, our expected costs, savings and timing of our modernization initiatives and other capital and operating expense reduction initiatives, debt repurchases, our business plans, strategies and initiatives, potential acquisitions and dispositions, our expectations about certain markets and businesses, our expectations regarding the seasonality of our business, expected cash interest payments, future impairment charges and our anticipated financial performance and liquidity.

This report contains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our future operating and financial performance, financial position and results of operations, macroeconomic trends including inflation, interest rates and potential recessionary indicators, geopolitical events, our expected costs, savings and timing of our modernization initiatives and other capital and operating expense reduction initiatives, debt repurchases, our business plans, strategies and initiatives, potential acquisitions and dispositions, our expectations about certain markets and businesses, our expectations regarding the seasonality of our business, expected cash interest payments, our plans to refinance the ABL Facility, future impairment charges, expectations regarding non-cash strategic marketing initiatives and our anticipated financial performance and liquidity.

Statements expressing expectations and projections with respect to future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

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A wide range of factors could materially affect future developments and performance, including but not limited to:

• risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures for advertising;

• risks associated with weak or uncertain global economic conditions, or other geopolitical events or conditions, and their impact on the level of expenditures for advertising;

• risks related to advertising revenue fluctuations;

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• the impact of acquisitions, dispositions and other strategic transactions;

• legislative or regulatory requirements, including a prolonged federal government shutdown;

• legislative or regulatory requirements ;

• the impact of legislation, ongoing litigation or royalty audits on music licensing and royalties;

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• regulations impacting our business and the ownership of our securities;

• risks related to adverse political effects, acts or threats of terrorism or military conflicts;

• certain other factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by other filings with the Securities and Exchange Commission (“SEC”).

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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 2. Management’s Discussion and Analysis