UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 25, 2025
IHEARTMEDIA, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38987 | 26-0241222 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
20880 Stone Oak Parkway
San Antonio, Texas 78258
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (210) 253-5000
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock, $0.001 par value per share | IHRT | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 25, 2025, iHeart Management Services, Inc., a subsidiary of iHeartMedia, Inc. (together with its subsidiaries, the “Company”), entered into the Third Amendment to the Employment Agreement, effective September 5, 2019, between the Company and Michael McGuinness (the “Amendment”). Pursuant to the Amendment, effective January 1, 2026 (the “Effective Date”), Mr. McGuinness’s title will become Chief Financial Officer, reporting to the Company’s President & Chief Operating Officer, Richard Bressler. The Amendment extends the term of the Employment Agreement through June 30, 2030. In addition, effective on the Effective Date, Mr. McGuinness’s annual salary is increased to $1.2 million, his annual bonus target will increase to 150% of his base salary and his annual long-term incentive grant will have a target grant date fair value of $1.5 million.
Biographical information for Mr. McGuinness, age 48, can be found in the Company’s definitive proxy statement for the 2025 annual meeting of stockholders filed with the Securities and Exchange Commission on April 1, 2025 and is incorporated by reference herein.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 10.1* | Third Amendment to the Employment Agreement between the Company and Michael McGuinness, dated November 25, 2025. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
| * | The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5)(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request. |
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 hereunto duly authorized.
| Date: December 1, 2025 | IHEARTMEDIA, INC. | |||
| By: | /s/ David Hillman | |||
| Name: | David Hillman | |||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |||