Item 5. Other Information
ITEM 5. OTHER INFORMATION
(a) Amendment to ABL Credit Agreement
On August 7, 2026, iHeartCommunications (the "Borrower") entered into Amendment No. 2 to the ABL Credit Agreement (the "Second Amendment"), the loan parties thereto, Bank of America, N.A. as administrative agent, and the lenders party thereto, which amended the ABL Credit Agreement dated as of May 17, 2022 and as amended, supplemented or modified from time to time, by and among the Borrower, the guarantors parties thereto, BofA, as administrative agent and collateral agent, and the lenders from time to time party thereto. 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 after giving effect to the Second Amendment remain at $450 million.
Borrowings under the ABL Facility continue to bear interest at a rate per annum equal to, at the Borrower's option, either (a) Term SOFR plus an applicable margin ranging from 1.75% to 2.25% or (b) a base rate plus an applicable margin ranging from 0.75% to 1.25%, in each case depending on average excess availability as a percentage of the line cap.
The Second Amendment did not result in the repayment of any outstanding borrowings; all amounts outstanding under the ABL Facility at the time of the Second Amendment continued in place under the amended terms.
The foregoing description is qualified in its entirety by reference to the complete text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.3 and is incorporated by reference herein.
(b) None.
(c) During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
ITEM 6. EXHIBITS
Exhibit
Number Description
3.1 Fifth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc. (incorporated by reference to Exhibit 3.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
3.2 Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc. (incorporated by reference to Exhibit 3.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on June 5, 2024).
10.1* Amendment No. 4 to the Aircraft Lease Agreement dated and effective as of May 19, 2026 by and between FalconAgain, Inc. and iHeartMedia + Entertainment, Inc.
10.2 Second Amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan, effective June 4, 2026 (incorporated by reference to Exhibit 10.1 to the iHeartMedia, Inc. Form 8-K filed on June 4, 2026).
10.3* Amendment No. 2 to ABL Credit Agreement, dated as of August 7, 2026, among iHeartMedia Capital I, LLC, iHeartCommunications, Inc., the other Loan Parties party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent.
31.1* Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3* Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1** Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3** Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
____________
* Filed herewith.
** Furnished herewith.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
IHEARTMEDIA, INC.
Date: August 10, 2026 /s/ MICHAEL B. MCGUINNESS
Michael B. McGuinness
Chief Financial Officer (Principal Financial Officer and Principal
Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.