What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-10 compared with 2026-05-11 · 133 added, 102 removed, 312 unchanged (43% of the section changed)

28 unchanged sentences

This metric gauges how well our formats are attracting and retaining listeners.

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.

Management monitors revenue generated through our programmatic advertising offerings, including AudioGraph and related automated advertising technologies, to assess the performance of our advertising technology and marketing optimization

We continue to invest in our broadcast radio programmatic sales capabilities that enhance advertisers' ability to plan, buy, target, measure, and optimize campaigns across our platforms.

These investments support increased automation of advertising transactions, improved audience insights, expanded attribution capabilities, and more effective monetization of our scaled audio audiences across radio, streaming, and podcasting platforms.

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.

31 unchanged sentences

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.

We expect a significant reduction of these initiatives in the second half of 2026.

Executive Summary

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.

Consolidated revenues for the second quarter of 2026 increased due to an increase in trade and barter revenue related to strategic marketing initiatives, an increase in digital and podcast advertising revenue driven by a continued increase in demand for digital advertising, and an increase in political revenues as 2026 is a midterm election year, partially offset by lower spending on broadcast 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 $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.

• Consolidated Revenue of $977.2 million increased $43.6 million, or 4.7%, during the quarter ended June 30, 2026 compared to Consolidated Revenue of $933.7 million in the prior year's second quarter.

• Multiplatform Group Revenue decreased $8.9 million, or 1.6%, and Segment Adjusted EBITDA decreased $37.8 million, or 39.2%, compared to the prior year's second quarter, respectively.

• Digital Audio Group Revenue increased $40.2 million, or 12.4%, and Segment Adjusted EBITDA increased $15.6 million, or 14.5%, compared to the prior year's second quarter, respectively.

• Audio & Media Services Group Revenue increased $12.7 million, or 18.8%, and Segment Adjusted EBITDA increased $12.9 million, or 54.6%, compared to the prior year's second quarter, respectively.

• Operating income of $35.5 million improved slightly from Operating income of $35.4 million in the prior year’s second quarter.

• Net loss of $82.5 million improved $1.5 million from $84.0 million in the prior year's second quarter.

• Cash flows provided by operating activities of $64.9 million increased from cash flows provided by operating activities of $6.8 million in the prior year's second quarter.

• Adjusted EBITDA (1) of $151.5 million decreased $4.6 million from $156.1 million in the prior year's second quarter.

• Free cash flow (2) of $46.0 million increased from $(13.2) million in the prior year's second quarter.

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

2 unchanged sentences

Revenue $ 977,239 $ 933,653 4.7 %

Operating income (loss) 1,486 (25,434) (105.8) %

Operating income 35,504 35,370 0.4 %

Net loss (82,536) (83,988) (1.7) %

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

Cash provided by operating activities 64,883 6,821 851.2 %

Adjusted EBITDA (1)

2 unchanged sentences

45,954 (13,176) (448.8) %

(1) For a definition of Adjusted EBITDA and a reconciliation to Operating income (loss), the most closely comparable U.S.

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 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.

(1) For a definition of Adjusted EBITDA and a reconciliation to Operating income, the most closely comparable U.S.

generally accepted accounting principles ("GAAP") measure, and to Net loss, please see "Reconciliation of Operating income 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.

Results of Operations

1 unchanged sentence

(In thousands) Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Revenue $ 977,239 $ 933,653 $ 1,861,439 $ 1,740,754

7 unchanged sentences

Other operating expense 1,233 1,086 1,311 1,745

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

Operating income 35,504 35,370 36,990 9,936

Interest expense, net 96,057 100,894 191,955 201,280

Loss on investments, net (1,550) (901) (2,095) (19,495)

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

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

Equity in loss of nonconsolidated affiliates (178) (51) (230) (1)

Other income (expense), net (276) 741 (596) (419)

Loss before income taxes (62,557) (65,735) (157,886) (211,259)

2 unchanged sentences

Less amount attributable to noncontrolling interest

(147) (508) (542) (167)

Net loss attributable to the Company $ (82,389) $ (83,480) $ (177,612) $ (364,704)

1 unchanged sentence

(In thousands) Three Months Ended

2026 2025 Change

June 30, % Six Months Ended

2026 2025 Change 2026 2025 Change

Broadcast Radio $ 397,588 $ 395,789 0.5 % $ 759,023 $ 736,525 3.1 %

9 unchanged sentences

Revenue, total $ 977,239 $ 933,653 4.7 % $ 1,861,439 $ 1,740,754 6.9 %

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 increased $7.3 million, or 12.2%, primarily as a result of strong demand for digital advertising .

Consolidated results for the three and six months ended June 30, 2026 compared to the consolidated results for the three and six months ended June 30, 2025 were as follows:

Consolidated revenue increased $43.6 million during the three months ended June 30, 2026 compared to the same period of 2025.

Multiplatform Group revenue decreased $8.9 million, or 1.6%, primarily resulting from a decrease in our broadcast, networks, and sponsorship revenues reflecting uncertainty on the part of advertisers regarding consumer spending, partially offset by an increase in trade and barter revenue related to strategic marketing initiatives, and an increase in political revenues as 2026 is a midterm election year .

Digital Audio Group revenue increased $40.2 million, or 12.4%, driven primarily by continuing increases in demand for digital and podcast advertising, as well as increased non-cash trade and barter revenue resulting from strategic marketing initiatives.

Audio & Media Services revenue increased $12.7 million, or 18.8%, primarily as a result of strong demand for digital advertising, as well as an increase in political advertising revenue .

Consolidated revenue increased $120.7 million during the six months ended June 30, 2026 compared to the same period of 2025.

Multiplatform Group revenue increased $11.6 million, or 1.1%, primarily resulting from an increase in trade and barter revenue related to strategic marketing initiatives and political revenue, as 2026 is a midterm election year, largely offset by a decrease in our broadcast, networks, and sponsorship revenues reflecting uncertainty on the part of advertisers regarding consumer spending .

Digital Audio Group revenue increased $90.1 million, or 15.0%, driven primarily by continuing increases in demand for digital and podcast advertising, as well as increased non-cash trade and barter revenue resulting from strategic marketing initiatives.

Audio & Media Services revenue increased $20.0 million, or 15.7%, primarily as a result of strong demand for digital advertising, as well as an increase in political advertising revenue.

Direct Operating Expenses

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.

Consolidated direct operating expenses increased $9.4 million, or 2.4%, and $28.1 million, or 3.8%, during the three and six months ended June 30, 2026, compared to the same periods of 2025.

The increases were 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, as well as a decrease in variable content costs related to the decrease in broadcast revenues.

Selling, General and Administrative Expenses

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.

Consolidated SG&A expenses increased $48.5 million, or 11.8%, and $93.9 million, or 11.8%, during the three and six months ended June 30, 2026, compared to the same periods of 2025.

The increases were driven primarily by an increase in non-cash trade and barter expense associated with revenues generated by strategic marketing initiatives, and an increase in cash-settled share-based compensation expense driven by changes in our stock price, partially offset by a decrease in employee compensation cost related to our modernization initiatives and a decrease in bonus expense based on results.

Depreciation and Amortization

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.

Depreciation and amortization decreased $12.0 million and $22.6 million during the three and six months ended June 30, 2026, respectively, compared to the same periods of 2025.

The decreases primarily resulted from a lower depreciable fixed asset base, as capital expenditures in recent periods have remained below depreciation expense.

Impairment Charges

During the three and six months ended June 30, 2025, we recorded non-cash impairment charges of $2.6 million and $5.4 million, respectively, primarily related to changes in sublease assumptions for certain operating leases intended to be subleased.

There were no impairment charges recorded during either of the three and six months ended June 30, 2026.

Interest Expense, Net

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 .

Interest expense decreased $4.8 million and $9.3 million, respectively, during the three and six months ended June 30, 2026 compared to the same periods 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.

During the three and six months ended June 30, 2026, we recogn ized losses on in vestments, net of $1.6 million and $2.1 million, respectively, related to declines in the value of our investments.

During the three and six months ended June 30, 2025, we recogn ized losses on in vestments, net of $0.9 million and $19.5 million, respectively, 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.

Our effective tax rates for the three months ended June 30, 2026 and 2025 were (31.9)% and (27.8)%, respectively.

Our effective tax rates for the six months ended June 30, 2026 and 2025 were (12.8)% and (72.7)%, respectively.

The effective tax rates for these 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 our ability to utilize those assets in future periods.

Net Loss Attributable to the Company

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.

Net loss attributable to the Company improved $1.1 million to $82.4 million during the three months ended June 30, 2026 compared to $83.5 million during the three months ended June 30, 2025.

The improvement was primarily due to the decrease in interest expense, net, partially offset by the increase in income tax expense during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, as discussed above.

Net loss attributable to the Company improved $187.1 million to $177.6 million during the six months ended June 30, 2026 compared to $364.7 million during the six months ended June 30, 2025.

The improvement was primarily due to the income tax expense during the six months ended June 30, 2026 compared to the income tax expense during the six months ended June 30, 2025, as discussed above.

Multiplatform Group Results

(In thousands) Three Months Ended

2026 2025 Change

June 30, % Six Months Ended

2026 2025 Change 2026 2025 Change

Revenue $ 535,667 $ 544,598 (1.6) % $ 1,029,130 $ 1,017,576 1.1 %

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 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.

Revenue from our Multiplatform Group decreased $8.9 million compared to the prior year primarily resulting from a decrease in our broadcast, networks, and sponsorship revenues reflecting uncertainty on the part of advertisers regarding consumer spending, partially offset by an increase in trade and barter revenue related to strategic marketing initiatives, and an increase in political revenues as 2026 is a midterm election year .

Broadcast revenue increased $1.8 million, or 0.5%, year-over-year, driven by an increase in non-cash trade and barter revenue resulting from strategic marketing initiatives, partially offset by lower broadcast spot revenue.

Networks decreased $4.1 million, or 3.8%, year-over-year.

Revenue from Sponsorship and Events decreased $6.0 million, or 16.3%, year-over-year.

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

Operating expenses increased $28.8 million, driven primarily by higher trade and barter expenses resulting from strategic marketing initiatives, partially offset by a decrease in variable content costs related to the decrease in broadcast revenues.

Revenue from our Multiplatform Group increased $11.6 million compared to the prior year primarily resulting from an increase in non-cash trade and barter revenue resulting from strategic marketing initiatives and political revenues as 2026 is a midterm election year , partially offset by a decrease in broadcast advertising in connection with continued uncertain market conditions.

Broadcast revenue increased $22.5 million, or 3.1%, year-over-year, driven by an increase in non-cash trade and barter revenue resulting from strategic marketing initiatives, partially offset by lower spot revenue.

Networks decreased $6.3 million, or 3.1%, year-over-year.

Revenue from Sponsorship and Events decreased $6.6 million, or 10.1%, year-over-year.

Operating expenses increased $72.4 million, driven primarily by higher trade and barter expenses resulting from strategic marketing initiatives, partially offset by a decrease in variable content costs related to the decrease in broadcast revenues.

Digital Audio Group Results

(In thousands) Three Months Ended

2026 2025 Change

June 30, % Six Months Ended

2026 2025 Change 2026 2025 Change

Revenue $ 364,080 $ 323,856 12.4 % $ 691,222 $ 601,143 15.0 %

4 unchanged sentences

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

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 $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.

Revenue from our Digital Audio Group increased $40.2 million compared to the prior year, driven by Podcast revenue which increased by $27.8 million, or 20.7% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $12.5 million, or 6.6% year-over-year, primarily due to an increase in demand for digital advertising, as well as increased non-cash trade and barter revenue resulting from strategic marketing initiatives.

Operating expenses increased $24.7 million, primarily driven by higher variable content costs, including third-party digital costs related to the increase in revenues, and higher non-cash trade and barter expense resulting from strategic marketing initiatives, partially offset by a decrease in commission expense.

Revenue from our Digital Audio Group increased $90.1 million compared to the prior year, driven by Podcast revenue which increased by $58.9 million, or 23.5% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $31.2 million, or 8.9% year-over-year, primarily due to an increase in demand for digital advertising, as well as increased non-cash trade and barter revenue resulting from strategic marketing initiatives.

Operating expenses increased $74.8 million, primarily driven by higher variable content costs, including third-party digital costs related to the increase in revenues, and higher non-cash trade and barter expense resulting from strategic marketing initiatives.

Audio & Media Services Group Results

(In thousands) Three Months Ended

2026 2025 Change

June 30, % Six Months Ended

2026 2025 Change 2026 2025 Change

Revenue $ 80,465 $ 67,736 18.8 % $ 147,046 $ 127,059 15.7 %

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 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.

Reconciliation of Operating income (loss) to EBITDA and Adjusted EBITDA

Revenue from our Audio & Media Services Group increased $12.7 million compared to the prior year period primarily due to an increase in digital and political revenues.

Operating expenses decreased $0.2 million primarily due to a decrease in employee compensation cost due to our modernization initiatives and programming costs related to lower negotiated rates.

Revenue from our Audio & Media Services Group increased $20.0 million compared to the prior year period primarily due to an increase in digital and political revenues.

Operating expenses decreased $1.6 million primarily due to a decrease in programming costs related to lower negotiated rates and in employee compensation cost due to our modernization initiatives.

Reconciliation of Operating income to Adjusted EBITDA

(In thousands) Three Months Ended

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

June 30, Six Months Ended

2026 2025 2026 2025

Operating income $ 35,504 $ 35,370 $ 36,990 $ 9,936

Depreciation and amortization 78,321 90,369 159,698 182,270

7 unchanged sentences

(In thousands) Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net loss $ (82,536) $ (83,988) $ (178,154) $ (364,871)

4 unchanged sentences

Loss on investments, net 1,550 901 2,095 19,495

Other expense, net 320 1,160

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

Other (income) expense, net 276 (741) 596 419

Equity in loss of nonconsolidated affiliates 178 51 230 1

Impairment charges — 2,552 — 5,407

4 unchanged sentences

$ 151,523 $ 156,127 $ 244,156 $ 260,715

(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:

(1) We define Adjusted EBITDA as consolidated Operating income 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:

Depreciation and amortization, Impairment charges and Other operating 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.

Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Income tax expense, Interest expense, net, Depreciation and amortization, Loss on investments, net, Other (income) expense, net, Equity in 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.

1 unchanged sentence

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).

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.

We believe the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management.

1 unchanged sentence

In addition, we believe this measure is also among the primary measures used externally by our investors, analysts and peers in our industry for purposes of valuation and comparing our operating performance to other companies in our industry.

Since Adjusted EBITDA is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, Operating income (loss) or Net loss as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies.

Since Adjusted EBITDA is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, Operating income or Net loss as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies.

Adjusted EBITDA is not necessarily a measure of our ability to fund our cash needs.

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 used for operating activities to Free Cash Flow

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

(In thousands) Three Months Ended

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

June 30, Six Months Ended

2026 2025 2026 2025

Cash provided by (used for) operating activities $ 64,883 $ 6,821 $ (27,657) $ (54,123)

Purchases of property, plant and equipment (18,929) (19,997) (40,842) (39,727)

1 unchanged sentence

$ 45,954 $ (13,176) $ (68,499) $ (93,850)

(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.

(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.

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

1 unchanged sentence

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 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 provided by (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.

Share-Based Compensation Expense

On April 21, 2021, our 2021 Long-Term Incentive Award Plan (the "2021 Plan") was approved by stockholders and replaced the prior plan.

On February 23, 2023, our Board adopted an amendment to the 2021 Plan, which provided for an increase to the shares authorized for issuance under the 2021 Plan.

At our 2023 Annual Meeting of Stockholders, the amendment was approved.

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 $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.

In April 2021, our 2021 Long-Term Incentive Award Plan (the "2021 Plan") was approved by stockholders and replaced the prior plan.

In February 2023 and April 2026, our Board adopted amendments to the 2021 Plan, each of which provided for an increase to the shares authorized for issuance under the 2021 Plan and were approved by our stockholders at the annual meetings of stockholders held in 2023 and 2026, respectively.

Pursuant to our 2021 Plan, as amended 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 $18.9 million and $7.3 million for the three months ended June 30, 2026 and 2025, respectively, and $19.3 million and $16.3 million for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, there was $25.5 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.

2 unchanged sentences

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

(In thousands) Three Months Ended

(In thousands) Six Months Ended

Cash provided by (used for):

4 unchanged sentences

(68,499) (93,850)

(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.

(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.

Operating Activities

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.

Cash used for operating activities was $27.7 million during the six months ended June 30, 2026 compared to $54.1 million used for operating activities during the six months ended June 30, 2025.

The improvement was primarily driven by the timing of payable payments and receivable collections, partially offset by 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 $23.5 million during the three months ended March 31, 2026 primarily reflects $21.9 million in cash used for capital expenditures.

Cash used for investing activities of $44.6 million during the six months ended June 30, 2026 primarily reflects $40.8 million in cash used for capital expenditures.

For capital expenditures, we spent $20.4 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $9.6 million in our Digital Audio Group segment primarily related to IT infrastructure, $3.8 million in our Audio & Media Services Group segment, primarily related to software, and $7.0 million in Corporate primarily related to equipment and software purchases.

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.

Cash used for investing activities of $40.6 million during the six months ended June 30, 2025 primarily reflects $39.7 million in cash used for capital expenditures.

For capital expenditures, we spent $16.6 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $10.3 million in our Digital Audio Group segment primarily related to IT infrastructure, $8.4 million in our Audio & Media Services Group segment primarily related to software, and $4.4 million in Corporate primarily related to equipment and software purchases.

Financing Activities

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.

Cash used for financing activities totaled $24.0 million during the six months ended June 30, 2026 primarily due to the repayment of $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, as well as quarterly amortization payments on the Term Loans due 2029, and payments reducing our debt premium.

Cash used for financing activities was partially offset by the $75.0 million borrowed under the $450.0 million ABL Facility (as defined below).

Cash provided by financing activities totaled $70.7 million during the six months ended June 30, 2025 primarily related to the $100.0 million borrowed under the $450.0 million ABL Facility, 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.

Sources of Liquidity and Anticipated Cash Requirements

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.

Our primary sources of liquidity are cash on hand, which consisted of cash and cash equivalents of $174.4 million as of June 30, 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.

Additionally, during the second quarter of 2026, iHeartCommunications borrowed $75.0 million under the ABL Facility.

These borrowings were 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 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.

As of June 30, 2026, the ABL Facility had a borrowing base of $432.9 million, and $25.2 million of outstanding letters of credit, resulting in $282.7 million available for borrowing following the $125.0 million of outstanding borrowings.

Our total available liquidity 1 as of June 30, 2026 was $457.2 million.

On August 7, 2026, iHeartCommunications entered into Amendment No.

2 to the ABL Credit Agreement (the "Second Amendment").

The Second Amendment, among other things, extends the maturity date of the ABL Facility from May 17, 2027 to January 30, 2029.

The aggregate lender commitments under the ABL Facility remain at $450.0 million.

For more detail on the Second Amendment, please see Part II, Item 5, Other Information .

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 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.

For the six months ended June 30, 2026, our consolidated revenues increased compared to the six months ended June 30, 2025 primarily due to an increase in non-cash trade and barter 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.

1 unchanged sentence

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 March 31, 2026, while others are considered future commitments.

Certain contractual obligations are reflected on the Consolidated Balance Sheet as of June 30, 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 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 .

Assuming the current level of borrowings and interest rates in effect at June 30, 2026, we anticipate cash payments to service our debt of approximately $229.3 million in the remainder of 2026.

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

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

8 unchanged sentences

Summary Debt Capital Structure

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

As of June 30, 2026 and December 31, 2025, we had the following debt outstanding, net of cash and cash equivalents:

(In thousands) June 30, 2026 December 31, 2025

Asset-based Revolving Credit Facility due 2027 $ 125,000 $ 50,000

19 unchanged sentences

$ 4,651,320 $ 4,540,019

(1) 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.

(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.

2 unchanged sentences

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 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.

As of June 30, 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 June 30, 2026.

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

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

As of June 30, 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 .

6 unchanged sentences

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 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.

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 six months ended June 30, 2026, and Capital I’s and its consolidated restricted subsidiaries’ financial information for the same period.

Further, as of June 30, 2026, we were in compliance with all covenants related to our debt agreements.

Commitments, Contingencies and Guarantees

21 unchanged sentences

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

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.

As of June 30, 2026, approximately 46% of our aggregate principal amount of long-term debt bore interest at floating rates.

Assuming the level of borrowings as of June 30, 2026 and assuming a 100 bps change in floating interest rates, it is estimated that our interest expense for the six months ended June 30, 2026 would have changed by $11.3 million.

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

8 unchanged sentences

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, 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.

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, strategic marketing 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, 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.

27 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis