IHRT 10-K & 10-Q changes, risk factors and insider trading

•natural catastrophes such as earthquakes, hurricanes, tornados, wildfires, and floods, which could damage our facilities, interrupt our services and harm our business (including to the extent climate change increases the frequency or intensity of such events, or results in chronic changes to meteorological or hydrological patterns that pose similar risks); and

Further, radio acquisitions are subject to FCC approval. Such transactions must comply with the Communications Act and FCC regulatory requirements and policies. The FCC’s media ownership rules remain subject to ongoing agency and court proceedings. Future changes could restrict our ability to dispose of or acquire new radio assets or businesses. See Regulation of our Business in Part I, Item 1, Business, included elsewhere in this Annual Report on Form 10-K.

A security breach could occur due to the actions of outside parties, employee error, malfeasance or a combination of these or other actions. Any failure to maintain performance, reliability, security, and availability of our services and technical infrastructure to the satisfaction of our listeners may harm our reputation and our ability to retain existing listeners and attract new listeners. We or third parties we rely on may not be able to implement security controls as intended for various reasons, including if we do not recognize or underestimate a particular risk. We cannot assure you that our cybersecurity risk management program or the policies, controls, and/or processes that we or our third-party providers have designed to protect our Confidential Information and IT Systems will be effective. In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate risks and events,events and, when detected by security tools or third parties, risks and events may not always be immediately understood or acted upon. Cyberattacks that disrupt or result in unauthorized access to third party IT Systems can materially impact our operations and financial results. If there is an actual or perceived adverse impact to the availability, integrity, or confidentiality of our IT Systems or Confidential Information, we may incur significant response and remediation costs in protecting against or remediating cyber-attacks and we may face regulatory or civil liability, lose Confidential Information, personal information, or suffer disruptions to our business operations, information processes and internal controls. In addition, the public perception of the effectiveness of our security measures or services could be harmed and we could lose listeners, consumers, business partners and advertisers. In the event of a security breach, we could suffer financial exposure in connection with penalties, remediation and restoration efforts, investigations and legal proceedings (such as class action lawsuits) and changes in our security and system protection measures.

We may be subject to rapidly evolving data security frameworks and/or laws that require us to maintain a certain level of security. For example, the Federal Trade Commission expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. In the event a domestic or EU/UK regulator or court were to determine we had not adequately complied with the security requirements under U.S. state privacy laws, the EU/UK General Data Protection Regulation (“GDPR”), and/or other international, federal, or state data privacy, cybersecurity, consumer protection or related rules or regulations, we may be subject to regulatory and litigation proceedings, financial fines and penalties, injunctive requirements that negatively affect our business model, and/or costly remediation requirements. We may also be required to notify affected individuals and authorities in the event of a personal information breach. For example, the California Consumer Privacy Act andprovides Californiafor Privacyper-violation Rightsfines, Actas providewell as a private right of action to individuals and statutory damages for certain types of data breaches, and the GDPR provides potential fines up to EUR 20 million or 4% of worldwide annual turnover of the preceding financial year, whichever is greater. We expect these and other developing rules and regulations to increase both upfront compliance costs and liability exposure in the event of a cyberattack or security incident.

We use artificial intelligence ("AI") in our business, and challenges with properlyin managing its use could result in reputational harm, competitive harm, anddisadvantage, legal liability, and adverselyadverse affecteffects on our results of operations.

We use artificial intelligence (“AI”) solutions inare increasingly integrated into our business operations and theseare applicationsexpected and our future use of AI in our business mayto become increasinglyeven more important to our operations over time. Our competitors or other third parties may incorporateadopt AI into their products more quickly or more successfullyeffectively than us,we do, which could impair our ability to compete effectively and adverselynegatively affectimpact our results of operations. Additionally, if theour AI-generated content, analyses, search resultsresults, or recommendations that AI applications assist in producing are, or are alleged to be, deficient,inaccurate, inaccurate,biased, infringing, harmful, or biased,otherwise deficient, our business, reputation, financial condition, and results of operations could be adversely affected.

The use of AI applicationsalso mayraises resultemerging inethical cybersecurityand incidentslegal thatchallenges, implicateincluding the personal data of consumers. Any such cybersecurity incidentsissues related to our use of AI applications could adversely affect our reputation and results of operations. AI also presents emerging ethical issues, such as the proper use of copyrighted material withand AIpotential applications,violations of name, image, and iflikeness rights. If our use of AI becomes controversial, we maycould experienceface brand or reputational harm, competitive harm,disadvantage, or legal liability. TheIn addition, the rapid evolution of AI will require significant resources to develop, test and maintain our platform,platforms, offerings, services, and features to help us implementensure AIresponsible ethicallyimplementation in orderand to minimize unintended, harmful impact.impacts.

The legal and regulatory framework for AI technologies is also rapidly evolving asrapidly. manyFederal, federal, statestate, and foreign government bodiesgovernments and agenciesauthorities have introduced or are currently considering additional laws and regulations relating togoverning AI. Existing laws and regulations may be interpreted in ways that couldimpact affectour the operationuse of ourAI, AIand applications.industry standards and best practices remain unsettled. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future,future. and weWe cannot yet determinepredict the impact that future laws, regulations, standards, or market perception of their requirementsexpectations may have on our businessbusiness. andCompliance may not always be able to anticipate how to respond to these laws or regulations. The cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws,costs could be significant and wouldmay increase our operating expensesexpenses, (suchincluding as bythrough imposing additional AI reporting obligationsobligations. regardingAny our use of AI applications and technologies). Such ansuch increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations.

Our subsidiary, iHeartCommunications currently has a $450.0 million undrawn senior secured asset-based revolving credit facility with $50.0 million outstanding that matures in 2027, approximately $4.7 billion in principal amount of secured debt, of which approximately $21.7 million matures in 2025, approximately $28.2 million matures in 2026, approximately $21.6$71.5 million matures in 2027, approximately $298.4 million matures in 2028, approximately $2.8 billion matures in 2029, approximately $1.3 billion matures in 2030, and approximately $1.5$180.8 billionmillion has various subsequent maturity dates, and approximately $126.0$125.2 million in principal amount of unsecured debt, of which approximately $0.8 million matures in 2025, approximately $45.1$45.2 million matures in 2026, approximately $79.8 million matures in 20272027, and approximately $0.2 million matures in 2028. This substantial amount of indebtedness could have important consequences to us, including:

Legislation and certain ongoing litigation and royalty audits may require us to pay additional royalties, including to additional parties such as record labels or recording artists.

Moreover, it is possible that our licensing fees and negotiatingrelated costs associated with obtainingfor rights to use musical compositions and sound recordings in our programming could materially increase as a result of private negotiations, one or more rate-setting processes, or administrative and courtjudicial decisions. For example,While we are involvednot currently engaged in active negotiations with one or moremajor performing rights organizationsorganizations, relatedour toexisting agreements have limited durations, and future negotiations could result in significantly higher royalty paymentsobligations. forIn the public performance of musical compositions, the outcome of which could cause us to owe increased royalty payments and adversely impact our business. Furthermore,addition, there is no guaranteeassurance that applicable direct licenses will be renewed in the future or that suchfuture licenses will be available on the same economic terms associatedcomparable withto thethose under our current licenses.agreements.

In addition, the rates for the royalties that we pay to SoundExchange for certain types of digital music transmissions are periodically the subject of a pending rate-setting proceedingproceedings before the Copyright Royalty Board that willto determine statutory rates and terms for the public performance and ephemeral reproduction of sound recordings by various non-interactive webcasters, including us, for the period from January 1, 2026 to December 31, 2030.us. The outcome of thisthese proceedingproceedings may result in an increase to our licensing costs.

These requirements, and their application, interpretation and amendment, are constantly evolving and developing and have increased upfront compliance costs and liability exposure in the event of a cyberattack or security incident, which costs are likely to further increase in the future. In some cases, these requirements may be either unclear in their interpretation and application or they may have inconsistent or conflicting requirements with each other. Further, there has been a substantial increase in legislative activity and regulatory focus on data privacy and security in the United States and elsewhere, including in relation to cybersecurity incidents.

Moreover, further changes in consumer rights, expectations and demands regarding privacy and data protection could restrict our ability to collect, use, disclose and derive economic value from demographic and other information related to our listeners, consumers, business partners and advertisers, or to transfer employee data within the corporate group. New consumer rights, including the right for consumers to opt-outopt out of the use or sharing of their personal information for targeted advertising andpurposes, to opt out of the sale of their personal information, to prevent the "sharing" of their personal information for cross-context behavioral advertising, or to have their personal information deleted could lead to a depletion of our consumer database. Such new consumer rights and restrictions on our use of consumer data could limit our ability to provide customized music content to our listeners, interact directly with our listeners and consumers and offer targeted advertising opportunities to our business partners and advertisers.advertisers and otherwise hinder our ability to grow our business by extracting value from our data assets.

Companies across industries arecontinue facingto increasingface scrutiny from a variety of stakeholders, including government officials and other policymakers, related to their sustainability or environmental, social, and governance (“ESG”) practices, such as climate change and human capital, among others. For example, various groups produce ESG scores or ratings based at least in part on a company’s ESG disclosures, and certain market participants, including institutional investors and capital providers, use such ratings to assess companies’ ESG profiles. Unfavorable perceptions of our ESGapproach to or performance regarding such matters could negatively impact our business, whether from a reputational perspective, through a reduction in interest in purchasing our stock or products, issues in attracting/retaining employees, customers and business partners, or otherwise. Simultaneously,As therewith areother effortscompanies, byour some stakeholdersapproach to reducesuch companies’matters effortsis onexpected certainto ESG-relatedcontinue matters.to Increasingly,evolve over time, and we cannot guarantee that our approach will align with the preferences or expectations of any particular stakeholder. Stakeholder expectations vary and, increasingly different stakeholder groups have divergent (or conflicting) views on ESG matters, which increases the risk that any action, or lack thereof, with respect to ESG matters will be perceived negatively by at least some stakeholders and adversely impact our reputation and business. Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including legislation, regulation, media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur material costs orand otherwiseany adverselyfailure impactto successfully navigate such stakeholder expectations may harm our business.reputation, including our relationships with various stakeholders, or result in other adverse impacts.

While we have engaged, and expect to continue to engage in, certain voluntary initiatives (such as voluntary disclosures, certifications, and/or goals) to improveaddress thesustainability ESG profile of our company and/or productsmatters or respond to stakeholder concerns, such initiatives may be costly and may not have the desired effect. Expectations around company’s management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control. For example, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined, or perceived, to be erroneous or not in keeping with best practice. We may also modify or terminate certain initiatives or targets, or may be unable to complete them, either on timelines/costs initially anticipated or at all. If we fail to, or are perceived to fail to, comply with or advance certain ESG initiatives (including the manner in which we complete such initiatives), we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives are currently voluntary.

There are also increasing and changing regulatory expectations for ESG matters. Various policymakers are imposing domestic and international laws and regulations relating to climate change and sustainability that might require additional investments, disclosure, and the attention of our management team, in connection with implementation and oversight of new practices and reporting processes. These requirements are not always uniform across jurisdictions, and other policymakers have sought to constrain companies' consideration of such matters. Both of these developments, particularly when combined with other stakeholder expectations, will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor. Additionally, many of our customers, business partners, and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.

The FCC calculates foreign voting rights separately from equity ownership, and both must be at or below the 25 percent threshold absent a foreign ownership declaratory ruling. To the extent that our aggregate foreign ownership or voting percentages exceed 25 percent, any individual foreign holder of our common stock whose ownership or voting percentage would exceed 5 percent or 10 percent (with the applicable percentage determined pursuant to FCC rules) will additionally be required to obtain the FCC’s specific approval. The FCC has issued declaratory rulings that permit us to be up to 100% foreign-owned and specifically approve certain of our foreign shareholders, subject to certain conditions. We also have pending a petition for declaratory ruling seeking approval for one of our existing, approved foreign investors to reorganize its ownership interest. The acquisition of a significant amount of our stock by a new foreign holder could require us to request additional or modified declaratory rulings from the FCC and to take actions under our certificate of incorporation to ensure our compliance with the Communications Act and FCC regulations until such rulings are granted.

To the extent necessary to comply with the Communications Act,Act and FCC rules, policies, and orders, and in accordance with our certificate of incorporation, we may request information from any stockholder or proposed stockholder to determine whether such stockholder’s ownership of shares of capital stock may result in a violation of the Communications Act, FCC rules and policies, or any FCC declaratory ruling. We may further take the following actions, among others, to help ensure compliance with and to remedy any actual or potential violation of the Communications Act, FCC rules and policies, or any FCC declaratory ruling, or to prevent the loss or impairment of any of our FCC licenses: (i) prohibit, suspend or rescind the ownership, voting or transfer of any portion of our outstanding capital stock; (ii) redeem capital stock; and (iii) exercise any and all appropriate remedies, at law or in equity, in any court of competent jurisdiction, against any stockholder, to cure any such actual or potential violation or impairment.

This report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this report are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” "“commit,"” “believe,” “may,” “will,” “should,” “can have,” “dedicated to,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies, potential impacts from inflation and economic trends, or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Additionally, our discussion of certain ESGsustainability assessments, goals and related issues in this or other disclosures is informed by various ESGsustainability standards and frameworks (including standards for the measurement of underlying data) and the interests of various stakeholders. As such, such information may not, and should not be interpreted as necessarily being, “material”; any references to “materiality” in the context of such discussions and any related assessment of ESGsustainability “materiality” may differ from the definition of “materiality” under the federal securities laws for SEC reporting purposes. Furthermore, much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. Similarly, we cannot guarantee strict adherence to standard recommendations, and our disclosures based on any standards may change due to revisions in framework or legal requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.

Management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with the consolidated financial statements and related footnotes contained in Part II, Item 8 of this Annual Report on Form 10-K of iHeartMedia, Inc. (the "Company," "iHeartMedia," "we," "our," or "us").

We believe the presentation of our results by segment provides insight into our broadcast radio business and our digital business. We believe that our ability to generate cash flow from operations from our businesses and our current cash on handliquidity will provide sufficient resources to fund and operate our business, fund capital expenditures and other obligations and make interest payments on our long-term debt for at least the next twelve months.

Management monitors average advertising rates and cost per mille, the cost of every 1,000 advertisement impressions (“CPM”),impressions, which are principally based on the length of the spot and how many people in a targeted audience listen to our stations, as measured by an independent ratings service. In addition, our advertising rates are influenced by the time of day the advertisement airs, with morning and evening drive-time hours typically priced the highest. Our price and yield information systems enable our station managers and sales teams to adjust commercial inventory and pricing based on local market demand, as well as to manage and monitor different commercial durations in order to provide more effective advertising for our customers at what we believe are optimal prices given market conditions. Yield is measured by management in a variety of ways, including revenue earned divided by minutes of advertising sold.

Our advertising revenue, cash flows, and cost of capital are impacted by changes in economic conditions. Higher interest rates and inflation have contributedcontinued to contribute to a challenging macroeconomic environment since 2022.environment. This challenging environment has led to broader market uncertainty which has impacted our revenues and cash flows. We are monitoring ongoing developments surrounding international trade that may pressure the advertising budgets of our customers and could impact our financial results in future periods. The current market uncertainty and macroeconomic conditions, a recession, or a downturn in the U.S. economy could have a significant impact on our ability to generate revenue and cash flows.

Cost SavingsModernization Initiatives

We implemented operating expense savings initiatives during the year2024 to streamline our organization and increase automation and the use of technology. These initiativesmodernization efforts included headcount reductions and other actionscost andsaving areactions, anticipatedwhich toresulted havein approximately $150 million of net savings for full year 2025. We implemented additional initiatives in the fourth quarter of 2025, primarily headcount reductions, that are expected to generate approximately $50 million of additional annual savings beginning in 2026. We are also implementing $50 million of new in-year cost savings initiatives that are expected to begin benefiting us in the second quarter of 2026, bringing total in-year 2026 savings to approximately $100 million. We continue to explore opportunities for further efficiencies.

WeThe performfair values of our reporting units were measured as of July 1, 2025 as part of our annual impairment testassessment onand no goodwill impairment was recorded as the estimated fair values of our goodwillreporting andunits indefinite-livedexceeded intangiblethe carrying values of the reporting units’ net assets, including FCC licenses, as of July 1 of each year.goodwill. No impairment was required as part of the 2024 or 2023 annual impairment testing. For more information, see Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill for a further description of the impairment charges and annual impairment tests. Additionally, we recognized non-cash impairment charges of $616.1 million to our goodwill balance as a result of our June 30, 2024 interim testing.

While we believe we have made reasonable estimates and utilized reasonable assumptions to calculate the fair values of our long-lived assets, indefinite-lived FCC licenses and reporting units, it is possible a material change could occur to the estimated fair value of these assets as a result of the uncertainty regarding the impact of current economicmarket conditions.conditions, as well as the timing of any recovery. If our actual results are not consistent with our estimates, we could be exposed to future impairment losses that could be material to our results of operations.

Consolidated revenues for the year ended December 31, 20242025 increased primarily due to an increase in digital and podcast advertising revenue driven by a continued increase in demand for digital advertising and increasedan increase in non-cash trade revenue resulting from strategic marketing initiatives, partially offset by a decrease in political revenues in our Multiplatform Group and Audio and Media Service Group as 2024 was a presidential election year, partiallyas offsetwell byas lower spending on radio advertising as a result of continued uncertain market conditions.

•AdjustedConsolidated EBITDA(1)Revenue of $705.6$3,865.0 million increased $9.0$10.5 millionmillion, fromor $696.60.3%, during 2025 compared to Consolidated Revenue of $3,854.5 million in 2023.2024.

Consolidated revenue increased $103.5$10.5 million during the year ended December 31, 20242025 compared to 2023.2024. Multiplatform Group revenue decreased $62.5$99.4 million, primarily resulting from a decrease in broadcast advertising in connection with continued uncertain market conditions,conditions partiallyand offset by increases inlower political revenuesrevenues, as 2024 was a presidential election year.year, partially offset by an increase in non-cash trade revenue resulting from strategic marketing initiatives. Digital Audio Group revenue increased $95.3$164.9 million, driven primarily by continuing increases in demand for digital advertising, includingand podcast advertising.advertising as well as increased non-cash trade revenue resulting from strategic marketing initiatives. Audio & Media Services revenue increaseddecreased $70.4$54.5 million primarilylargely due to lower political revenues, as 2024 was a resultpresidential ofelection higheryear, politicalas revenuewell andas nonrecurring contract termination fees earned by Katz Media in 2024, partially offset by an increase in demand for digital revenue.advertising.

Consolidated direct operating expenses increased $94.7$24.5 million during the year ended December 31, 20242025 compared to 2023.2024. The increase was primarily driven by higher variable content costs, including higher podcast profit share and third-party digital costs related to the increase in digital revenuesrevenues, andpartially podcastoffset profitby sharinga expenses,decrease asin wellemployee ascompensation highercost musicin licenseconnection fees.with modernization initiatives taken in 2024.

Consolidated SG&A expenses increaseddecreased $37.5$6.1 million during the year ended December 31, 20242025 compared to 2023.2024. The increasedecrease was driven primarily by highera non-cash trade expense, as well as an increasedecrease in costs incurred in connection with executing on our cost savings initiativesinitiatives, including decreased employee compensation cost due to our modernization initiatives, and higherlower sales commissions,commissions related to the decline in broadcast revenue, partially offset by lowerincreases in non-cash trade and barter expense related to strategic marketing initiatives, employee benefit expense related to the reestablishment of the 401(k) match program during the first quarter of 2025, bonus expenseexpense, and lowercash-settled badshare-based debtcompensation expense.expense driven by the increase in our stock price.

During the yearsyear ended December 31, 2024 and 2023,2025, we recorded non-cash impairment charges of $922.7$213.9 million andto $965.1 million, respectively, toprimarily reduce the carrying values of our indefinite-lived FCC licenses and our goodwill to their estimated fair values as a result of the interimannual impairment assessmentsassessment. performedNo inimpairment related to our goodwill was recorded during the secondyear quarterended ofDecember 202431, and2025. 2023,We respectively.perform Theour annual impairment charges resulted from the economic uncertainty due to inflation and higher interest rates that has had an adverse impacttest on our resultsgoodwill and hasFCC resultedlicenses in a significant decrease in the trading valuesas of ourJuly debt1 andof equityeach securities for a sustained period.year. See Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill, to our consolidated financial statements located in Part II, Item 8 of this Annual Report on Form 10-K for more information.

During the year ended December 31, 2025, we recognized a loss on investments, net of $43.0 million related to declines in the value of certain investments. During the year ended December 31, 2024, we recognized a gain on investments, net of $75.5 million primarily due to the $101.4 million gain recognized on the sale of our investment in Broadcast Music, Inc. ("BMI") in the first quarter of 2024, partially offset by declines in the value of certain investments. During the year ended December 31, 2023, we recognized a loss on investments, net of $28.1 million related to declines in the value of certain investments.

Gain (loss)Loss on extinguishment of debt and exchange costs

Income tax benefit (expense)

Net loss attributable to the Company of $1,009.9$472.9 million for the year ended December 31, 20242025 decreasedimproved $92.7$537.1 million compared to Net loss attributable to the Company of $1,102.7$1,009.9 million during the year ended December 31, 2023,2024. largelyThe improvement was due to the increasenon-cash impairment charges of $922.7 million recognized in 2024 compared to the income$213.9 taxmillion benefit as describedrecognized in the section above,2025, partially offset by $97.3the $101.4 million ofgain transactionrecognized fees incurred to facilitateon the Debtsale Exchangeof Transaction.our investment in BMI in the first quarter of 2024.

Revenue from our Multiplatform Group decreased $62.5$99.4 million compared to 2023,2024, primarily due to a decrease in broadcast advertising in connection with continued uncertain market conditions, partiallyas offsetwell byas an increase inlower political revenues.revenues Broadcastas revenue2024 decreasedwas $25.2a million,presidential orelection 1.4%, year-over-year driven by lower spot revenue,year, partially offset by an increase in non-cash trade revenue resulting from strategic marketing initiatives. Broadcast revenue decreased $93.5 million, or 5.4%, year-over-year driven by lower spot and political advertising.revenues. Networks revenue decreasedincreased $29.2$2.6 million or 6.3%0.6% year-over-year due primarily to the impact of non-returning advertisers.year-over-year. Revenue from Sponsorship and Events decreased $4.1$5.3 million, or 2.1%,2.8%, year-over-year.

Revenue from our Digital Audio Group increased $95.3$164.9 million compared to the prior year, leddriven by Digital, excluding Podcast revenue which increased $54.4by $114.9 million, or 8.2%25.6% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $50.0 million, or 7.0% year-over-year, primarily due to an increase in demand for digital advertising.advertising, Podcastas well as increased non-cash trade revenue increased $40.9 million, or 10.0%, year-over-year, driven primarily by increased demand for podcastingresulting from advertisers.strategic marketing initiatives.

Beginning in the third quarter of 2025, we entered into non-cash strategic marketing initiatives designed to expand our digital audience and engagement and support the growth of our broadcast radio programmatic sales capabilities. We expect these initiatives to continue through the second quarter of 2026, with a significant reduction anticipatedof these initiatives in the second half of 2026.

Consolidated revenues for the firstsecond quarter of 2026 increased due to an increase in trade and barter revenue related to strategic marketing initiatives, an increase in digital and podcast advertising revenue driven by a continued increase in demand for digital advertising, and an increase in tradepolitical revenuerevenues relatedas to2026 strategicis marketinga arrangements,midterm election year, partially offset by lower spending on radiobroadcast advertising as a result of continued uncertain market conditions.

•Consolidated Revenue of $884.2$977.2 million increased $77.1$43.6 million, or 9.6%,4.7%, during the quarter ended MarchJune 31,30, 2026 compared to Consolidated Revenue of $807.1$933.7 million in the prior year's firstsecond quarter.

•Multiplatform Group Revenue increaseddecreased $20.5$8.9 million, or 4.3%,1.6%, and Segment Adjusted EBITDA decreased $23.0$37.8 million, or 32.9%,39.2%, compared to the prior year's firstsecond quarter, respectively.

•Digital Audio Group Revenue increased $49.9$40.2 million, or 18.0%,12.4%, and Segment Adjusted EBITDA decreasedincreased $0.3$15.6 million, or 0.3%,14.5%, compared to the prior year's firstsecond quarter, respectively.

•Audio & Media Services Group Revenue increased $7.3$12.7 million, or 12.2%,18.8%, and Segment Adjusted EBITDA increased $8.6$12.9 million, or 54.7%,54.6%, compared to the prior year's firstsecond quarter, respectively.

•Operating income of $1.5$35.5 million improved $26.9 millionslightly from Operating lossincome of $25.4$35.4 million in the prior year’s firstsecond quarter.

•Net loss of $95.6$82.5 million improved $185.3$1.5 million from $280.9$84.0 million in the prior year's firstsecond quarter.

•Cash flows usedprovided forby operating activities of $92.5$64.9 million increased from cash flows usedprovided forby operating activities of $60.9$6.8 million in the prior year's firstsecond quarter.

•Adjusted EBITDA(1) of $92.6$151.5 million decreased $12.0$4.6 million from $104.6$156.1 million in the prior year's firstsecond quarter.

•Free cash flow(2) of $(114.5)$46.0 million decreasedincreased from $(80.713.2) million in the prior year's firstsecond quarter.

(1)For a definition of Adjusted EBITDA and a reconciliation to Operating income (loss),income, the most closely comparable U.S. generally accepted accounting principles ("GAAP") measure, and to Net loss, please see "Reconciliation of Operating income (loss) to Adjusted EBITDA" and "Reconciliation of Net loss to EBITDA and Adjusted EBITDA" in this MD&A.

(2)For a definition of Free cash flow and a reconciliation to Cash provided by (used for) operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash provided by (used for) operating activities to Free cash flow” in this MD&A.

Consolidated results for the three and six months ended MarchJune 31,30, 2026 compared to the consolidated results for the three and six months ended MarchJune 31,30, 2025 were as follows:

Consolidated revenue increased $77.1$43.6 million during the three months ended MarchJune 31,30, 2026 compared to the same period of 2025. Multiplatform Group revenue increaseddecreased $20.5$8.9 million, or 4.3%,1.6%, primarily resulting from a decrease in our broadcast, networks, and sponsorship revenues reflecting uncertainty on the part of advertisers regarding consumer spending, partially offset by an increase in non-cashtrade tradeand barter revenue resultingrelated fromto strategic marketing initiatives, partiallyand offsetan byincrease in political revenues as 2026 is a decreasemidterm inelection broadcast advertising in connection with continued uncertain market conditions.year. Digital Audio Group revenue increased $49.9$40.2 million, or 18.0%,12.4%, driven primarily by continuing increases in demand for digital and podcast advertising, as well as increased non-cash trade and barter revenue resulting from strategic marketing initiatives. Audio & Media Services revenue increased $7.3$12.7 million, or 12.2%,18.8%, primarily as a result of strong demand for digital advertising.advertising, as well as an increase in political advertising revenue.

Consolidated direct operating expenses increased $18.7$9.4 million, or 5.3%,2.4%, and $28.1 million, or 3.8%, during the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods of 2025. The increaseincreases waswere primarily driven by higher variable content costs, including higher third-party digital costs related to the increase in digital revenues, partially offset by a decrease in employee compensation cost related to our modernization initiatives.initiatives, as well as a decrease in variable content costs related to the decrease in broadcast revenues.

Consolidated SG&A expenses increased $45.4$48.5 million, or 11.9%,11.8%, and $93.9 million, or 11.8%, during the three and six months ended MarchJune 31,30, 2026, compared to the same periodperiods of 2025. The increaseincreases waswere driven primarily by an increase in non-cash trade and barter expense associated with revenues generated by strategic marketing initiativesinitiatives, enteredand intoan increase in the prior year, partially offset by decreased cash-settled share-based compensation expense driven by changes in our stock price.price, partially offset by a decrease in employee compensation cost related to our modernization initiatives and a decrease in bonus expense based on results.

Depreciation and amortization decreased $10.5$12.0 million and $22.6 million during the three and six months ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods of 20252025. The decreases primarily asresulted a result offrom a lower depreciable fixed asset basebase, due to lower levels ofas capital expenditures.expenditures in recent periods have remained below depreciation expense.

Interest expense decreased $4.5$4.8 million and $9.3 million, respectively, during the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods of 2025 primarily as a result of a decrease in interest rates associated with our floating-rate debt.

During the three and six months ended MarchJune 31,30, 2025,2026, we recognized a losslosses on investments, net of $18.6$1.6 million and $2.1 million, respectively, related to declines in the value of our investments.

Our effective tax rates for the three months ended MarchJune 31,30, 2026 and 2025 were (0.331.9)% and (93.027.8)%, respectively. Our effective tax rates for the six months ended June 30, 2026 and 2025 were (12.8)% and (72.7)%, respectively. The effective tax rates for these three-month periods were primarily impacted by changes in the forecasted increaseincreases in valuation allowances recorded against certain deferred assets, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company'sour ability to utilize those assets in future periods.

Net loss attributable to the Company improved $186.0$1.1 million to $95.2$82.4 million during the three months ended MarchJune 31,30, 2026 compared to $281.2$83.5 million during the three months ended MarchJune 31,30, 2025. The improvement was primarily due to the incomedecrease taxin benefitinterest duringexpense, net, partially offset by the threeincrease months ended March 31, 2026 compared to thein income tax expense during the three months ended MarchJune 31,30, 2026 compared to the three months ended June 30, 2025, as discussed above.

Revenue from our Multiplatform Group increaseddecreased $20.5$8.9 million compared to the prior year primarily resulting from a decrease in our broadcast, networks, and sponsorship revenues reflecting uncertainty on the part of advertisers regarding consumer spending, partially offset by an increase in non-cashtrade tradeand barter revenue resultingrelated fromto strategic marketing initiatives, partiallyand offsetan byincrease in political revenues as 2026 is a decreasemidterm inelection broadcast advertising in connection with continued uncertain market conditions.year. Broadcast revenue increased $20.7$1.8 million, or 6.1%,0.5%, year-over-year, driven by an increase in non-cash trade and barter revenue resulting from strategic marketing initiatives, partially offset by lower broadcast spot revenue. Networks decreased $2.2$4.1 million, or 2.2%,3.8%, year-over-year. Revenue from Sponsorship and Events decreased $0.6$6.0 million, or 2.2%,16.3%, year-over-year.

Operating expenses increased $43.5$28.8 million, driven primarily by higher trade and barter expenses resulting from strategic marketing initiatives.initiatives, partially offset by a decrease in variable content costs related to the decrease in broadcast revenues.

Revenue from our Digital Audio Group increased $49.9$40.2 million compared to the prior year, driven by Podcast revenue which increased by $31.2$27.8 million, or 26.9%20.7% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $18.7$12.5 million, or 11.6%6.6% year-over-year, primarily due to an increase in demand for digital advertising, as well as increased non-cash trade and barter revenue resulting from strategic marketing initiatives.

Operating expenses increased $50.1$24.7 million, primarily driven by higher variable content costs, including third-party digital costs related to the increase in revenues, and higher non-cash trade and barter expense resulting from strategic marketing initiatives.initiatives, partially offset by a decrease in commission expense.

Revenue from our Audio & Media Services Group increased $7.3$12.7 million compared to the prior year period primarily due to an increase in digital and political revenues.

Operating expenses decreased $1.4$0.2 million primarily due to a decrease in employee compensation cost due to our modernization initiatives.initiatives and programming costs related to lower negotiated rates.

Reconciliation of Operating income (loss) to EBITDA and Adjusted EBITDA

(1)We define Adjusted EBITDA as consolidated Operating income (loss) adjusted to exclude restructuring expenses included within Direct operating expenses and SG&A expenses, and share-based compensation expenses included within SG&A expenses, as well as the following line items presented in our Statements of Operations: Depreciation and amortization, Impairment charges and Other operating expense. Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Income tax expense, Interest expense, net, Depreciation and amortization, Loss on investments, net, Loss on extinguishment of debt, Other (income) expense, net, Equity in (earnings) loss of nonconsolidated affiliates, Impairment charges, Other operating expense, Restructuring expenses and Share-based compensation expense. Restructuring expenses primarily include expenses incurred in connection with cost-saving initiatives, as well as certain expenses, which, in the view of management, are outside the ordinary course of business or otherwise not representative of the Company's operations during a normal business cycle. We use Adjusted EBITDA, among other measures, to evaluate the Company’s operating performance. This measure is among the primary measures used by management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and other members of management. We believe this measure is an important indicator of our operational strength and performance of our business because it provides a link between operational performance and Operating income (loss).income. We believe the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. We believe it helps improve investors’ ability to understand our operating performance and makes it easier to compare our results with other companies that have different capital structures or tax rates. In addition, we believe this measure is also among the primary measures used externally by our investors, analysts and peers in our industry for purposes of valuation and comparing our operating performance to other companies in our industry. Since Adjusted EBITDA is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, Operating income (loss) or Net loss as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies. Adjusted EBITDA is not necessarily a measure of our ability to fund our cash needs. Because it excludes certain financial information compared with operating income and compared with consolidated Net loss, the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.

Reconciliation of Cash provided by (used for) operating activities to Free Cash Flow

(1)We define Free cash flow ("Free Cash Flow") as Cash provided by (used for) operating activities less capital expenditures, which is disclosed as Purchases of property, plant and equipment in the Company's Consolidated Statements of Cash Flows. We use Free Cash Flow, among other measures, to evaluate the Company’s liquidity and its ability to generate cash flow. We believe that Free Cash Flow is meaningful to investors because we review cash flows generated from operations after taking into consideration capital expenditures due to the fact that these expenditures are considered to be a necessary component of ongoing operations. In addition, we believe that Free Cash Flow helps improve investors' ability to compare our liquidity with other companies. Since Free Cash Flow is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, Cash provided by (used for) operating activities and may not be comparable to similarly titled measures employed by other companies. Free Cash Flow is not necessarily a measure of our ability to fund our cash needs.

OnIn April 21, 2021, our 2021 Long-Term Incentive Award Plan (the "2021 Plan") was approved by stockholders and replaced the prior plan. OnIn February 23,2023 2023,and April 2026, our Board adopted an amendmentamendments to the 2021 Plan, each of which provided for an increase to the shares authorized for issuance under the 2021 Plan.Plan Atand were approved by our 2023stockholders Annualat Meetingthe annual meetings of Stockholders,stockholders theheld amendmentin was2023 approved.and 2026, respectively. Pursuant to our 2021 Plan, as amended we may grant restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals.

Share-based compensation expenses are recorded in SG&A expenses and were $0.4$18.9 million and $9.0$7.3 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $19.3 million and $16.3 million for the six months ended June 30, 2026 and 2025, respectively.

As of MarchJune 31,30, 2026, there was $24.7$25.5 million of unrecognized compensation cost related to unvested share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of approximately 2.3 years and assumes Performance RSUs will be fully earned at target. See Note 8, Stockholders' Deficit, for more information.

(1)For a definition of Free Cash Flow and a reconciliation to Cash provided by (used for) operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash provided by (used for) operating activities to Free Cash Flow” in this MD&A.

Cash used for operating activities was $92.5$27.7 million during the threesix months ended MarchJune 31,30, 2026 compared to $60.9$54.1 million used for operating activities during the threesix months ended MarchJune 31,30, 2025. The increaseimprovement was primarily driven by the timing of payable payments and receivable collections, aspartially welloffset asby the timing of interest payments. Accrued interest was paid in the fourth quarter of 2024 for the debt exchange transaction that would have been paid in the first quarter of 2025 under the old debt terms.

Cash used for investing activities of $23.5$44.6 million during the threesix months ended MarchJune 31,30, 2026 primarily reflects $21.9$40.8 million in cash used for capital expenditures. For capital expenditures, we spent $10.4$20.4 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $5.5$9.6 million in our Digital Audio Group segment primarily related to IT infrastructure, $2.0$3.8 million in our Audio & Media Services Group segment, primarily related to software, and $4.0$7.0 million in Corporate primarily related to equipment and software purchases.

Cash used for investing activities of $20.1$40.6 million during the threesix months ended MarchJune 31,30, 2025 primarily reflects $19.7$39.7 million in cash used for capital expenditures. For capital expenditures, we spent $5.9$16.6 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $5.9$10.3 million in our Digital Audio Group segment primarily related to IT infrastructure, $5.6$8.4 million in our Audio & Media Services Group segment primarily related to software, and $2.3$4.4 million in Corporate primarily related to equipment and software purchases.

Cash used for financing activities totaled $11.0$24.0 million during the threesix months ended MarchJune 31,30, 20252026 primarily relateddue to the repayment of $51.2 million of outstanding debt, including repayments of the Term Loan Facility due 2026 for $5.1 million, the Incremental Term Loan Facility due 2026 for $1.5 million and the 6.375% Senior Notes due 2026 for $44.6 million, as well as quarterly amortization paymentpayments on the Term Loans due 20292029, and payments reducing our debt premiumpremium. recordedCash inused connectionfor withfinancing activities was partially offset by the debt$75.0 exchangemillion transactionborrowed completed inunder the fourth$450.0 quartermillion ofABL 2024.Facility (as defined below).