Form 4: iHeartMedia COO Bressler Granted Millions in RSUs

iHeartMedia's President and COO, Richard J. Bressler, was granted over 3.5 million restricted stock units, both stock and cash-settled, with various vesting schedules extending to 2029.

Summary

• Richard J. Bressler, President and Chief Operating Officer of iHeartMedia, Inc., was granted a total of 3,559,046 Restricted Stock Units (RSUs) on February 17, 2026.
• This includes 1,727,604 stock-settled RSUs and 1,731,342 cash-settled RSUs.
• 949,306 stock-settled RSUs, resulting from satisfied performance criteria for previously granted Performance Stock Units (PSUs), will vest in full on May 18, 2026.
• 278,298 stock-settled RSUs, from partially satisfied performance criteria for PSUs, will vest in full on February 20, 2028.
• 500,000 stock-settled RSUs will vest in one-third increments on each of the first three anniversaries of February 17, 2026.
• 387,668 cash-settled RSUs, from satisfied performance criteria for cash-settled PSUs, will vest in full on May 18, 2026.
• 674,083 cash-settled RSUs, from partially satisfied performance criteria for cash-settled PSUs, will vest in full on February 20, 2028.
• 669,591 cash-settled RSUs will vest in one-third increments on each of the first three anniversaries of February 17, 2026.
• All vesting is subject to Mr. Bressler's continued service with iHeartMedia, Inc.
• Following these transactions, Mr. Bressler beneficially owns 5,345,368 shares of Class A Common Stock directly and 1,731,342 derivative securities (cash-settled RSUs).

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a positive indicator, as a significant equity grant to a top executive like the President and COO aligns management's long-term interests with shareholder value. It suggests confidence in the company's future performance and a commitment to retaining key leadership.

Positives

• The significant grant of over 3.5 million RSUs to a key executive like the President and COO, Richard J. Bressler, indicates strong alignment of management's interests with long-term shareholder value.
• The grants include both stock-settled and cash-settled units, providing diversified incentive structures.
• A portion of the RSUs (949,306 stock-settled and 387,668 cash-settled) resulted from the satisfaction of performance criteria for previously granted PSUs, indicating successful achievement of prior goals.

Risks

• The vesting of these RSUs will lead to an increase in the outstanding share count, potentially causing dilution for existing shareholders.
• The value of the stock-settled RSUs is directly tied to the future market price of iHeartMedia's Class A Common Stock, exposing the recipient to market volatility.

Future Outlook

The grants establish future vesting schedules for Richard J. Bressler's equity and cash-settled incentives, with vesting dates extending through February 2029, contingent on his continued service to the company. This indicates a long-term retention strategy for a key executive.

Management Comments

• Richard J. Bressler is identified as President and Chief Operating Officer, as well as a Director and 10% Owner.
• The Form 4 was signed by David Hillman, by Power of Attorney for Richard J. Bressler, indicating a pre-arranged authorization for filing.

Industry Context

StockSavvy.ai notes that the grant of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) is a standard practice in executive compensation across various industries, including media and entertainment. These grants are designed to align the interests of executives with those of shareholders by tying a significant portion of their compensation to the company's long-term performance and stock price appreciation. The structure, including both time-based and performance-based vesting, is typical for retaining key talent and incentivizing strategic execution.

Comparison to Industry Standards

• The use of RSUs and PSUs as a significant component of executive compensation for a President and COO is consistent with compensation practices observed in comparable publicly traded media companies.
• The multi-year vesting schedules (up to three years for some tranches) are standard for executive retention and long-term incentive plans, similar to those seen at companies like SiriusXM Holdings (SIRI) or Cumulus Media (CMLS), which also utilize equity-based compensation to motivate leadership.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential future dilution upon vesting of stock-settled RSUs, but also increased alignment of executive incentives with long-term company performance.
• Employees: The grants to a top executive may signal stability in leadership and a commitment to performance-based compensation structures within the company.

Next Steps

• Vesting of 949,306 stock-settled RSUs and 387,668 cash-settled RSUs on May 18, 2026.
• First anniversary vesting of 500,000 stock-settled RSUs and 669,591 cash-settled RSUs on February 17, 2027.
• Second anniversary vesting of 500,000 stock-settled RSUs and 669,591 cash-settled RSUs on February 17, 2028.
• Full vesting of 278,298 stock-settled RSUs and 674,083 cash-settled RSUs on February 20, 2028.
• Third anniversary vesting of 500,000 stock-settled RSUs and 669,591 cash-settled RSUs on February 17, 2029.

Key Dates

Keywords

iHeartMedia, IHRT, Richard J. Bressler, Restricted Stock Units, RSUs, Performance Stock Units, PSUs, Insider Transaction, Executive Compensation, Equity Grant, SEC Form 4