{"url_path":"/sec/ihrt/8-k/2026-06-04/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1400891/0001628280-26-040785-index.html","accession_number":"0001628280-26-040785","cik":"0001400891","ticker":"IHRT","issuer_name":"iHeartMedia, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1400891/0001628280-26-040785-index.html","primary_entity_key":"0001400891","primary_entity_name":"iHeartMedia, Inc."},"word_count":322,"has_tables":true,"body_markdown":"Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn June 4, 2026, iHeartMedia, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the second amendment (the “Amendment”) to the Company’s 2021 Long-Term Incentive Award Plan (the “2021 Plan”). The Amendment was adopted by the Board of Directors (the “Board”) on April 7, 2026, and became effective upon stockholder approval at the Annual Meeting.\n\nThe Amendment amends the 2021 Plan and makes the following material changes to the 2021 Plan (as amended, the “Amended Plan”):\n\n(i)Increases the number of shares of the Company’s Class A common stock available for issuance by 13,000,000 shares, such that an aggregate of 32,000,000 shares of the Company’s Class A common stock are reserved for issuance under the Amended Plan;\n\n(ii)Increases the number of shares of the Company’s Class A common stock that may be granted as incentive stock options under the Amended Plan by 13,000,000 shares, such that an aggregate of 32,000,000 shares of the Company’s Class A common stock may be granted as incentive stock options under the Amended Plan; and\n\n(iii)Extends the right to grant awards under the Amended Plan through June 4, 2036; provided that incentive stock options may not be granted under the Amended Plan after April 7, 2036.\n\nThe terms and conditions of the Amended Plan are described in the section entitled “Proposal Four – Approval of the Second Amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference."}