Form 4: iHeartMedia Director Reports Planned Stock Transactions and Short-Swing Profit Payment

Sentiment:

Insider Transaction Report 30 May 2025 5:00 PM

An iHeartMedia, Inc. director filed a Form 4 detailing planned purchases and sales of Class A Common Stock under a 10b5-1 plan, including a payment to the issuer for a short-swing profit violation.

Worse than expectedThe document indicates a short-swing profit violation under Section 16(b) of the Securities Exchange Act of 1934, resulting in a payment of $28.56 to the issuer. While the transactions were part of a 10b5-1 plan, the violation suggests a compliance oversight.

Summary

Kamakshi Sivaramakrishnan, a Director of iHeartMedia, Inc. (IHRT), filed a Form 4 reporting changes in beneficial ownership of Class A Common Stock.
The transactions were made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan.
On February 28, 2025, 139 shares were acquired at $1.71 via a Living Trust and 153 shares at $1.70 via a GRAT.
On March 21, 2025, 168 shares were acquired at $1.69 via a GRAT.
On March 24, 2025, 197 shares were acquired at $1.76 via a Living Trust.
On April 7, 2025, 190 shares were acquired at $1.23 via a GRAT.
On April 24, 2025, 200 shares were disposed of at $1.02 via a Living Trust.
On April 28, 2025, 170 shares were acquired at $1.03 via a GRAT.
On May 16, 2025, 136 shares were disposed of at $1.24 via a Living Trust.
The sales by the Living Trust on May 16, 2025, were matchable under Section 16(b) of the Securities Exchange Act of 1934 with the purchase by the GRAT on April 28, 2025.
Ms. Sivaramakrishnan paid $28.56 to iHeartMedia, Inc., representing the full amount of the profit realized from this short-swing transaction.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the reported short-swing profit violation and subsequent payment, which indicates a compliance issue. However, the director's continued planned purchases of shares offer a minor positive signal.

Positives

The director's planned acquisitions of Class A Common Stock indicate a continued belief in the company's value, even if some shares were subsequently sold.

Negatives

The reporting person incurred a short-swing profit violation under Section 16(b) of the Securities Exchange Act of 1934, requiring a payment of $28.56 to the issuer.

Risks

The occurrence of a short-swing profit violation, even if resolved, highlights a compliance risk related to insider trading rules under Section 16(b) of the Securities Exchange Act of 1934.

Future Outlook

This Form 4 details pre-planned transactions under a Rule 10b5-1 plan, indicating the director's future stock activity. The short-swing profit payment resolves a past compliance issue.

Industry Context

This filing is specific to an individual director's stock transactions and does not provide broader industry context or trends for the media and entertainment sector.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Compliance Resolution	The reporting person paid $28.56 to the issuer to resolve a short-swing profit violation under Section 16(b) of the Securities Exchange Act of 1934, stemming from matched purchases and sales within a six-month period.	05/16/2025	This indicates a past compliance oversight, but the payment resolves the specific violation. It underscores the importance of strict adherence to insider trading rules, even for transactions under Rule 10b5-1 plans.

Related Party Transactions

The transactions involved shares beneficially owned indirectly through the Sivaramakrishnan Hebsur Living Trust and the Kamakshi Sivaramakrishnan 2023 Annuity Trust (GRAT), both controlled by the reporting person.

Stakeholder Impact

Shareholders: The short-swing profit payment of $28.56 is a minor financial benefit to the company, but the underlying compliance issue could raise questions about internal controls related to insider trading rules, though the amount is negligible.

Key Dates

Date	Description
02/28/2025	Transaction date for acquisition of 139 shares by Living Trust and 153 shares by GRAT.
03/21/2025	Transaction date for acquisition of 168 shares by GRAT.
03/24/2025	Transaction date for acquisition of 197 shares by Living Trust.
04/07/2025	Transaction date for acquisition of 190 shares by GRAT.
04/24/2025	Transaction date for disposition of 200 shares by Living Trust.
04/28/2025	Transaction date for acquisition of 170 shares by GRAT, which was later matched for a short-swing profit.
05/16/2025	Transaction date for disposition of 136 shares by Living Trust, which resulted in a short-swing profit.
05/30/2025	Date the Form 4 was signed and filed.

Keywords

iHeartMedia, IHRT, Form 4, insider trading, beneficial ownership, director, stock transactions, short-swing profit, Section 16(b), Rule 10b5-1, equity securities

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