IHRT

Format of Presentation Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with the consolidated financial statements and related footnotes contained in Part I, Item 1 of this Quarterly Report on Form 10-Q of iHeartMedia, Inc. (the "Company," "iHeartMedia," "we," "our," or "us"). We report based on three reportable segments: ▪the Multiplatform Group, which includes our Broadcast radio, Networks and Sponsorships and Events businesses; ▪the Digital Audio Group, which includes our Digital businesses, including Podcasting; and ▪the Audio & Media Services Group, which includes Katz Media Group (“Katz Media”), our full-service media representation business, and RCS Sound Software ("RCS"), a provider of scheduling and broadcast software and services. These reporting segments reflect how senior management operates the Company. This structure provides visibility into the underlying performance, results, and margin profiles of our distinct businesses and enables senior management to monitor trends at the operational level and address opportunities or issues as they arise via regular review of segment-level results and forecasts with operational leaders. Our segment profitability metric is Segment Adjusted EBITDA, which is reported to the Company's Chief Operating Decision Maker ("CODM") for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. The Company's CODM is our Chief Executive Officer. Segment Adjusted EBITDA is calculated as Revenue less Direct Operating Expenses and Selling, General and Administrative (“SG&A”) Expenses, excluding Restructuring expenses (as defined below) and share-based compensation expenses. 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 liquidity 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. Certain prior period amounts have been reclassified to conform to the 2026 presentation. Description of our Business Our strategy centers on delivering entertaining and informative content where our listeners want to find it across our various platforms. Multiplatform Group The primary source of revenue for our Multiplatform Group is from selling local and national advertising time on our radio stations, with contracts typically less than one year in duration. The programming formats of our radio stations are designed to reach audiences with targeted demographic characteristics. We work closely with our advertising and marketing partners to develop tools and leverage data to enable advertisers to effectively reach their desired audiences. Our Multiplatform Group also generates revenue from network syndication, nationally recognized events and other miscellaneous transactions. Management looks at our Multiplatform Group's operations’ overall revenue as well as each revenue stream including Broadcast Radio, Networks, and Sponsorship and Events. We periodically review and refine our selling structures in all regions and markets in an effort to maximize the value of our offering to advertisers and, therefore, our revenue. Management also looks at Multiplatform Group's revenue by region and market size. Typically, larger markets can reach larger audiences with wider demographics than smaller markets. Additionally, management reviews our share of audio advertising revenues in markets where such information is available, as well as our share of target demographics listening in an average quarter hour. This metric gauges how well our formats are attracting and retaining listeners. Management monitors revenue generated through our programmatic advertising offerings, including AudioGraph and related automated advertising technologies, to assess the performance of our advertising technology and marketing optimization 20 initiatives. We continue to invest in our broadcast radio programmatic sales capabilities that enhance advertisers' ability to plan, buy, target, measure, and optimize campaigns across our platforms. These investments support increased automation of advertising transactions, improved audience insights, expanded attribution capabilities, and more effective monetization of our scaled audio audiences across radio, streaming, and podcasting platforms. Management also monitors average advertising rates and cost per mille, the cost of every 1,000 advertisement 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. Yield is measured by management in a variety of ways, including revenue earned divided by minutes of advertising sold. A portion of our Multiplatform Group segment’s expenses vary in connection with changes in revenue. These variable expenses primarily relate to costs in our programming and sales departments, including profit sharing fees and commissions. Digital Audio Group The primary source of revenue in the Digital Audio Group segment is the sale of advertising on our podcast network, iHeartRadio mobile application and website, and station websites. Revenues for digital advertising are recognized over time based on impressions delivered or time elapsed, depending upon the terms of the contract. Digital Audio Group’s contracts with advertisers are typically a year or less in duration and are generally billed monthly upon satisfaction of the performance obligations. Through our Digital Audio Group, we continue to expand the choices for listeners. We derive revenue in this segment by developing and delivering our content and selling advertising across multiple digital distribution channels, including via our iHeartRadio mobile application, our station websites and other digital platforms that reach national, regional and local audiences. Our strategy has enabled us to extend our leadership in the growing podcasting sector, and iHeartMedia is the number one podcast publisher in America. Our reach now extends across more than 500 platforms and thousands of different connected devices, and our digital business is comprised of podcasting, streaming, subscription, display advertisements, and other content that is disseminated over digital platforms. A portion of our Digital Audio Group segment’s expenses vary in connection with changes in revenue. These variable expenses primarily relate to our content costs including profit sharing fees and third-party content costs, as well as sales commissions. Certain of our content costs, including digital music performance royalties, vary with the volume of listening hours on our digital platforms. Audio & Media Services Group Audio & Media Services Group revenue is generated by services provided to broadcast industry participants through our Katz Media and RCS businesses. As a media representation firm, Katz Media generates revenue via commissions on media sold on behalf of the radio and television stations that it represents, while RCS generates revenue by providing broadcast software and media streaming, along with research services for radio stations, broadcast television stations, cable channels, record labels, ad agencies and internet stations worldwide. Economic Conditions Our advertising revenue, cash flows, and cost of capital are impacted by changes in economic conditions. Higher interest rates and inflation have continued to contribute to a challenging macroeconomic environment. This environment has led to broader market uncertainty which has impacted our revenues and cash flows. We are monitoring ongoing developments surrounding international trade and other geopolitical events 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, a downturn in the U.S. economy or uncertainty resulting from geopolitical events could have a significant impact on our ability to generate revenue and cash flows. 21 Modernization Initiatives In the second quarter of 2026, we announced a new cost reduction initiative that is expected to generate an additional $50 million in annualized savings, and those savings will begin to be realized in the second half of 2026. This is in addition to the previously announced $100 million of in year 2026 savings, which is comprised of the $50 million of annualized savings announced in the fourth quarter of 2025, and the $50 million of annualized savings announced in the first quarter of 2026. In addition to these initiatives, we continue to explore opportunities for further efficiencies. 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 a significant reduction of these initiatives in the second half of 2026. 22 Executive Summary Consolidated revenues for the second 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 political revenues as 2026 is a midterm election year, partially offset by lower spending on broadcast advertising as a result of continued uncertain market conditions. The key developments that impacted our business during the quarter are summarized below: •Consolidated Revenue of $977.2 million increased $43.6 million, or 4.7%, during the quarter ended June 30, 2026 compared to Consolidated Revenue of $933.7 million in the prior year's second quarter. •Multiplatform Group Revenue decreased $8.9 million, or 1.6%, and Segment Adjusted EBITDA decreased $37.8 million, or 39.2%, compared to the prior year's second quarter, respectively. •Digital Audio Group Revenue increased $40.2 million, or 12.4%, and Segment Adjusted EBITDA increased $15.6 million, or 14.5%, compared to the prior year's second quarter, respectively. •Audio & Media Services Group Revenue increased $12.7 million, or 18.8%, and Segment Adjusted EBITDA increased $12.9 million, or 54.6%, compared to the prior year's second quarter, respectively. •Operating income of $35.5 million improved slightly from Operating income of $35.4 million in the prior year’s second quarter. •Net loss of $82.5 million improved $1.5 million from $84.0 million in the prior year's second quarter. •Cash flows provided by operating activities of $64.9 million increased from cash flows provided by operating activities of $6.8 million in the prior year's second quarter. •Adjusted EBITDA(1) of $151.5 million decreased $4.6 million from $156.1 million in the prior year's second quarter. •Free cash flow(2) of $46.0 million increased from $(13.2) million in the prior year's second quarter. The table below presents a summary of our historical results of operations for the periods presented: (In thousands) Three Months Ended June 30, % 2026 2025 Change Revenue $ 977,239 $ 933,653 4.7 % Operating income 35,504 35,370 0.4 % Net loss (82,536) (83,988) (1.7) % Cash provided by operating activities 64,883 6,821 851.2 % Adjusted EBITDA(1) $ 151,523 $ 156,127 (2.9) % Free cash flow(2) 45,954 (13,176) (448.8) % (1)For a definition of Adjusted EBITDA and a reconciliation to Operating income, the most closely comparable U.S. generally accepted accounting principles ("GAAP") measure, and to Net loss, please see "Reconciliation of Operating income 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. 23 Results of Operations The table below presents the comparison of our historical results of operations: (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue $ 977,239 $ 933,653 $ 1,861,439 $ 1,740,754 Operating expenses: Direct operating expenses (excludes depreciation and amortization) 400,557 391,194 775,624 747,520 Selling, general and administrative expenses (excludes depreciation and amortization) 461,624 413,082 887,816 793,876 Depreciation and amortization 78,321 90,369 159,698 182,270 Impairment charges — 2,552 — 5,407 Other operating expense 1,233 1,086 1,311 1,745 Operating income 35,504 35,370 36,990 9,936 Interest expense, net 96,057 100,894 191,955 201,280 Loss on investments, net (1,550) (901) (2,095) (19,495) Equity in loss of nonconsolidated affiliates (178) (51) (230) (1) Other income (expense), net (276) 741 (596) (419) Loss before income taxes (62,557) (65,735) (157,886) (211,259) Income tax expense (19,979) (18,253) (20,268) (153,612) Net loss (82,536) (83,988) (178,154) (364,871) Less amount attributable to noncontrolling interest (147) (508) (542) (167) Net loss attributable to the Company $ (82,389) $ (83,480) $ (177,612) $ (364,704) The table below presents the comparison of our revenue streams: (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Broadcast Radio $ 397,588 $ 395,789 0.5 % $ 759,023 $ 736,525 3.1 % Networks 103,689 107,813 (3.8) % 200,934 207,276 (3.1) % Sponsorship and Events 30,532 36,485 (16.3) % 58,520 65,106 (10.1) % Other 3,858 4,511 (14.5) % 10,653 8,669 22.9 % Multiplatform Group 535,667 544,598 (1.6) % 1,029,130 1,017,576 1.1 % Digital, excluding Podcast 202,013 189,560 6.6 % 381,961 350,811 8.9 % Podcast 162,067 134,296 20.7 % 309,261 250,332 23.5 % Digital Audio Group 364,080 323,856 12.4 % 691,222 601,143 15.0 % Audio & Media Services Group 80,465 67,736 18.8 % 147,046 127,059 15.7 % Eliminations (2,973) (2,537) (5,959) (5,024) Revenue, total $ 977,239 $ 933,653 4.7 % $ 1,861,439 $ 1,740,754 6.9 % 24 Consolidated results for the three and six months ended June 30, 2026 compared to the consolidated results for the three and six months ended June 30, 2025 were as follows: Revenue Consolidated revenue increased $43.6 million during the three months ended June 30, 2026 compared to the same period of 2025. Multiplatform Group revenue decreased $8.9 million, or 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 trade and barter revenue related to strategic marketing initiatives, and an increase in political revenues as 2026 is a midterm election year. Digital Audio Group revenue increased $40.2 million, or 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 $12.7 million, or 18.8%, primarily as a result of strong demand for digital advertising, as well as an increase in political advertising revenue. Consolidated revenue increased $120.7 million during the six months ended June 30, 2026 compared to the same period of 2025. Multiplatform Group revenue increased $11.6 million, or 1.1%, primarily resulting from an increase in trade and barter revenue related to strategic marketing initiatives and political revenue, as 2026 is a midterm election year, largely offset by a decrease in our broadcast, networks, and sponsorship revenues reflecting uncertainty on the part of advertisers regarding consumer spending. Digital Audio Group revenue increased $90.1 million, or 15.0%, 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 $20.0 million, or 15.7%, primarily as a result of strong demand for digital advertising, as well as an increase in political advertising revenue. Direct Operating Expenses Consolidated direct operating expenses increased $9.4 million, or 2.4%, and $28.1 million, or 3.8%, during the three and six months ended June 30, 2026, compared to the same periods of 2025. The increases were 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, as well as a decrease in variable content costs related to the decrease in broadcast revenues. Selling, General and Administrative Expenses Consolidated SG&A expenses increased $48.5 million, or 11.8%, and $93.9 million, or 11.8%, during the three and six months ended June 30, 2026, compared to the same periods of 2025. The increases were driven primarily by an increase in non-cash trade and barter expense associated with revenues generated by strategic marketing initiatives, and an increase in cash-settled share-based compensation expense driven by changes in our stock 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 Depreciation and amortization decreased $12.0 million and $22.6 million during the three and six months ended June 30, 2026, respectively, compared to the same periods of 2025. The decreases primarily resulted from a lower depreciable fixed asset base, as capital expenditures in recent periods have remained below depreciation expense. Impairment Charges During the three and six months ended June 30, 2025, we recorded non-cash impairment charges of $2.6 million and $5.4 million, respectively, primarily related to changes in sublease assumptions for certain operating leases intended to be subleased. There were no impairment charges recorded during either of the three and six months ended June 30, 2026. Interest Expense, Net Interest expense decreased $4.8 million and $9.3 million, respectively, during the three and six months ended June 30, 2026 compared to the same periods of 2025 primarily as a result of a decrease in interest rates associated with our floating-rate debt. 25 Loss On Investments, Net During the three and six months ended June 30, 2026, we recognized losses on investments, net of $1.6 million and $2.1 million, respectively, related to declines in the value of our investments. During the three and six months ended June 30, 2025, we recognized losses on investments, net of $0.9 million and $19.5 million, respectively, related to declines in the value of our investments. Income Tax Expense Our effective tax rates for the three months ended June 30, 2026 and 2025 were (31.9)% and (27.8)%, 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 periods were primarily impacted by increases in valuation allowances recorded against certain deferred assets, related primarily to disallowed interest expense carryforwards due to uncertainty regarding our ability to utilize those assets in future periods. Net Loss Attributable to the Company Net loss attributable to the Company improved $1.1 million to $82.4 million during the three months ended June 30, 2026 compared to $83.5 million during the three months ended June 30, 2025. The improvement was primarily due to the decrease in interest expense, net, partially offset by the increase in income tax expense during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, as discussed above. Net loss attributable to the Company improved $187.1 million to $177.6 million during the six months ended June 30, 2026 compared to $364.7 million during the six months ended June 30, 2025. The improvement was primarily due to the income tax expense during the six months ended June 30, 2026 compared to the income tax expense during the six months ended June 30, 2025, as discussed above. Multiplatform Group Results (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Revenue $ 535,667 $ 544,598 (1.6) % $ 1,029,130 $ 1,017,576 1.1 % Operating expenses(1) 477,058 448,234 6.4 % 923,557 851,205 8.5 % Segment Adjusted EBITDA $ 58,609 $ 96,364 (39.2) % $ 105,573 $ 166,371 (36.5) % Segment Adjusted EBITDA margin 10.9 % 17.7 % 10.3 % 16.3 % (1)Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses. Three months Revenue from our Multiplatform Group decreased $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 trade and barter revenue related to strategic marketing initiatives, and an increase in political revenues as 2026 is a midterm election year. Broadcast revenue increased $1.8 million, or 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 $4.1 million, or 3.8%, year-over-year. Revenue from Sponsorship and Events decreased $6.0 million, or 16.3%, year-over-year. Operating expenses increased $28.8 million, driven primarily by higher trade and barter expenses resulting from strategic marketing initiatives, partially offset by a decrease in variable content costs related to the decrease in broadcast revenues. 26 Six months Revenue from our Multiplatform Group increased $11.6 million compared to the prior year primarily resulting from an increase in non-cash trade and barter revenue resulting from strategic marketing initiatives and political revenues as 2026 is a midterm election year, partially offset by a decrease in broadcast advertising in connection with continued uncertain market conditions. Broadcast revenue increased $22.5 million, or 3.1%, year-over-year, driven by an increase in non-cash trade and barter revenue resulting from strategic marketing initiatives, partially offset by lower spot revenue. Networks decreased $6.3 million, or 3.1%, year-over-year. Revenue from Sponsorship and Events decreased $6.6 million, or 10.1%, year-over-year. Operating expenses increased $72.4 million, driven primarily by higher trade and barter expenses resulting from strategic marketing initiatives, partially offset by a decrease in variable content costs related to the decrease in broadcast revenues. Digital Audio Group Results (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Revenue $ 364,080 $ 323,856 12.4 % $ 691,222 $ 601,143 15.0 % Operating expenses(1) 240,904 216,246 11.4 % 481,231 406,450 18.4 % Segment Adjusted EBITDA $ 123,176 $ 107,610 14.5 % $ 209,991 $ 194,693 7.9 % Segment Adjusted EBITDA margin 33.8 % 33.2 % 30.4 % 32.4 % (1)Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses. Three months Revenue from our Digital Audio Group increased $40.2 million compared to the prior year, driven by Podcast revenue which increased by $27.8 million, or 20.7% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $12.5 million, or 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 $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, partially offset by a decrease in commission expense. Six months Revenue from our Digital Audio Group increased $90.1 million compared to the prior year, driven by Podcast revenue which increased by $58.9 million, or 23.5% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $31.2 million, or 8.9% 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 $74.8 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. 27 Audio & Media Services Group Results (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Revenue $ 80,465 $ 67,736 18.8 % $ 147,046 $ 127,059 15.7 % Operating expenses(1) 43,802 44,015 (0.5) % 85,936 87,540 (1.8) % Segment Adjusted EBITDA $ 36,663 $ 23,721 54.6 % $ 61,110 $ 39,519 54.6 % Segment Adjusted EBITDA margin 45.6 % 35.0 % 41.6 % 31.1 % (1)Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses. Three months Revenue from our Audio & Media Services Group increased $12.7 million compared to the prior year period primarily due to an increase in digital and political revenues. Operating expenses decreased $0.2 million primarily due to a decrease in employee compensation cost due to our modernization initiatives and programming costs related to lower negotiated rates. Six months Revenue from our Audio & Media Services Group increased $20.0 million compared to the prior year period primarily due to an increase in digital and political revenues. Operating expenses decreased $1.6 million primarily due to a decrease in programming costs related to lower negotiated rates and in employee compensation cost due to our modernization initiatives. Reconciliation of Operating income to Adjusted EBITDA (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Operating income $ 35,504 $ 35,370 $ 36,990 $ 9,936 Depreciation and amortization 78,321 90,369 159,698 182,270 Impairment charges — 2,552 — 5,407 Other operating expense 1,233 1,086 1,311 1,745 Restructuring expenses 17,527 19,490 26,860 45,068 Share-based compensation expense 18,938 7,260 19,297 16,289 Adjusted EBITDA(1) $ 151,523 $ 156,127 $ 244,156 $ 260,715 28 Reconciliation of Net loss to EBITDA and Adjusted EBITDA (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net loss $ (82,536) $ (83,988) $ (178,154) $ (364,871) Income tax expense 19,979 18,253 20,268 153,612 Interest expense, net 96,057 100,894 191,955 201,280 Depreciation and amortization 78,321 90,369 159,698 182,270 EBITDA $ 111,821 $ 125,528 $ 193,767 $ 172,291 Loss on investments, net 1,550 901 2,095 19,495 Other (income) expense, net 276 (741) 596 419 Equity in loss of nonconsolidated affiliates 178 51 230 1 Impairment charges — 2,552 — 5,407 Other operating expense 1,233 1,086 1,311 1,745 Restructuring expenses 17,527 19,490 26,860 45,068 Share-based compensation expense 18,938 7,260 19,297 16,289 Adjusted EBITDA(1) $ 151,523 $ 156,127 $ 244,156 $ 260,715 (1)We define Adjusted EBITDA as consolidated Operating income 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, Other (income) expense, net, Equity in 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. 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 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. 29 Reconciliation of Cash provided by (used for) operating activities to Free Cash Flow (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Cash provided by (used for) operating activities $ 64,883 $ 6,821 $ (27,657) $ (54,123) Purchases of property, plant and equipment (18,929) (19,997) (40,842) (39,727) Free cash flow(1) $ 45,954 $ (13,176) $ (68,499) $ (93,850) (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. Share-Based Compensation Expense In April 2021, our 2021 Long-Term Incentive Award Plan (the "2021 Plan") was approved by stockholders and replaced the prior plan. In February 2023 and April 2026, our Board adopted amendments to the 2021 Plan, each of which provided for an increase to the shares authorized for issuance under the 2021 Plan and were approved by our stockholders at the annual meetings of stockholders held in 2023 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 $18.9 million and $7.3 million for the three months ended June 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 June 30, 2026, there was $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. 30 LIQUIDITY AND CAPITAL RESOURCES Cash Flows The following discussion highlights cash flow activities during the periods presented: (In thousands) Six Months Ended June 30, 2026 2025 Cash provided by (used for): Operating activities $ (27,657) $ (54,123) Investing activities (44,583) (40,648) Financing activities (24,027) 70,681 Free Cash Flow(1) (68,499) (93,850) (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. Operating Activities Cash used for operating activities was $27.7 million during the six months ended June 30, 2026 compared to $54.1 million used for operating activities during the six months ended June 30, 2025. The improvement was primarily driven by the timing of payable payments and receivable collections, partially offset by 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. Investing Activities Cash used for investing activities of $44.6 million during the six months ended June 30, 2026 primarily reflects $40.8 million in cash used for capital expenditures. For capital expenditures, we spent $20.4 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $9.6 million in our Digital Audio Group segment primarily related to IT infrastructure, $3.8 million in our Audio & Media Services Group segment, primarily related to software, and $7.0 million in Corporate primarily related to equipment and software purchases. Cash used for investing activities of $40.6 million during the six months ended June 30, 2025 primarily reflects $39.7 million in cash used for capital expenditures. For capital expenditures, we spent $16.6 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $10.3 million in our Digital Audio Group segment primarily related to IT infrastructure, $8.4 million in our Audio & Media Services Group segment primarily related to software, and $4.4 million in Corporate primarily related to equipment and software purchases. Financing Activities Cash used for financing activities totaled $24.0 million during the six months ended June 30, 2026 primarily due 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 payments on the Term Loans due 2029, and payments reducing our debt premium. Cash used for financing activities was partially offset by the $75.0 million borrowed under the $450.0 million ABL Facility (as defined below). Cash provided by financing activities totaled $70.7 million during the six months ended June 30, 2025 primarily related to the $100.0 million borrowed under the $450.0 million ABL Facility, partially offset by the quarterly amortization payments on the Term Loans due 2029 and payments reducing our debt premium recorded in connection with the debt exchange transaction completed in the fourth quarter of 2024. 31 Sources of Liquidity and Anticipated Cash Requirements Our primary sources of liquidity are cash on hand, which consisted of cash and cash equivalents of $174.4 million as of June 30, 2026, and cash flows from operations. During the year ended December 31, 2025, iHeartCommunications, Inc. (“iHeartCommunications”), our indirect wholly-owned subsidiary, borrowed $100 million under the $450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility"), of which $50.0 million was repaid during the fourth quarter of 2025. Additionally, during the second quarter of 2026, iHeartCommunications borrowed $75.0 million under the ABL Facility. These borrowings were executed as a short-term liquidity management strategy to provide financial flexibility in response to recent market uncertainty. The funds remain available to support working capital requirements and general corporate purposes. As of June 30, 2026, the ABL Facility had a borrowing base of $432.9 million, and $25.2 million of outstanding letters of credit, resulting in $282.7 million available for borrowing following the $125.0 million of outstanding borrowings. Our total available liquidity1 as of June 30, 2026 was $457.2 million. On August 7, 2026, iHeartCommunications entered into Amendment No. 2 to the ABL Credit Agreement (the "Second Amendment"). The Second Amendment, among other things, extends the maturity date of the ABL Facility from May 17, 2027 to January 30, 2029. The aggregate lender commitments under the ABL Facility remain at $450.0 million. For more detail on the Second Amendment, please see Part II, Item 5, Other Information. We regularly evaluate the impact of economic conditions on our business. A challenging macroeconomic environment has led to market uncertainty which has continued to negatively impact our revenues and cash flows. For the six months ended June 30, 2026, our consolidated revenues increased compared to the six months ended June 30, 2025 primarily due to an increase in non-cash trade and barter revenue resulting from strategic marketing initiatives, as well as revenue growth in our Digital Audio Group, partially offset by lower broadcast revenue in our Multiplatform Group, among other factors discussed in the Results of Operations section of this MD&A. Although we cannot predict future economic conditions or the impact of any potential contraction of economic growth on our business, we believe that we have sufficient liquidity to continue to fund our operations for at least the next twelve months. We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of June 30, 2026, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, commitments under non-cancelable operating lease agreements, employment and talent contracts, and music license fees. In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity for the next twelve months will be to fund fluctuations in working capital, make interest and tax payments, fund capital expenditures, make voluntary debt repayments and pursue other strategic opportunities, and maintain operations. Assuming the current level of borrowings and interest rates in effect at June 30, 2026, we anticipate cash payments to service our debt of approximately $229.3 million in the remainder of 2026. These debt service cash payments include interest, quarterly term loan amortization payments and payments related to the debt premium. Future increases in interest rates could have a significant impact on our cash interest payments. We acknowledge the challenges posed by market uncertainty as a result of global economic weakness and other macroeconomic and political trends, including ongoing developments surrounding geopolitical events, however, we remain confident in our business, our employees and our strategy. Further, we believe our available liquidity will allow us to fund capital expenditures and other obligations and make interest and debt maturity payments on our long-term debt for at least the next twelve months. If these sources of liquidity need to be augmented, additional cash requirements would likely be financed through the issuance of debt or equity securities; however, there can be no assurances that we will be able to obtain additional debt or equity financing on acceptable terms or at all in the future. We frequently evaluate strategic opportunities. We expect from time to time to pursue other strategic opportunities such as acquisitions or disposals of certain businesses, which may or may not be material. 1 Total available liquidity is defined as cash and cash equivalents plus available borrowings under the ABL Facility. We use total available liquidity to evaluate our capacity to access cash to meet obligations and fund operations. 32 Summary Debt Capital Structure As of June 30, 2026 and December 31, 2025, we had the following debt outstanding, net of cash and cash equivalents: (In thousands) June 30, 2026 December 31, 2025 Asset-based Revolving Credit Facility due 2027 $ 125,000 $ 50,000 Term Loan Facility due 2026(1) — 5,095 Incremental Term Loan Facility due 2026(1) — 1,500 Term Loan Facility due 2029(2) 2,113,538 2,124,267 6.375% Senior Notes due 2026(1) — 44,644 5.25% Senior Notes due 2027 6,983 6,983 8.375% Senior Unsecured Notes due 2027 72,388 72,388 4.75% Senior Secured Notes due 2028 276,868 276,868 9.125% First Lien Notes due 2029 717,588 717,588 7.75% First Lien Notes due 2030 661,285 661,285 7.00% First Lien Notes due 2031 178,443 178,443 10.875% Second Lien Notes due 2030 675,165 675,165 Other subsidiary debt 4,810 3,934 Long-term debt fees (6,306) (7,220) Debt Premium(3) 217,257 242,151 Total Debt $ 5,043,019 $ 5,053,091 Less: Debt Premium 217,257 242,151 Less: Cash and cash equivalents 174,442 270,921 Net Debt(4) $ 4,651,320 $ 4,540,019 (1)On May 1, 2026, we repaid $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. (2)Quarterly amortization payments of $5.4 million (equal to 0.25% of the original principal amount) are required per the terms of the Term Loan Facility due 2029. (3)The difference between the carrying value of the exchanged 5.25% Senior Notes, 4.75% Senior Secured Notes, and 8.375% Senior Unsecured Notes and the principal amount of the 7.75% First Lien Notes due 2030, 7.00% First Lien Notes due 2031 and the 10.875% Second Lien Notes due 2030 was recorded as debt premium and will be reduced as contractual interest payments are made. (4)Net Debt is a non-GAAP financial metric that is used by management and investors to assess our ability to meet financial obligations. Our ABL Facility contains a springing fixed charge coverage ratio that is effective if certain triggering events related to borrowing capacity under the ABL Facility occur. As of June 30, 2026, no triggering event had occurred and, as a result, we were not required to comply with any fixed charge coverage ratio as of or for the period ended June 30, 2026. Other than our ABL Facility, none of our long-term debt includes maintenance covenants that could trigger early repayment. As of June 30, 2026, we were in compliance with all covenants related to our debt agreements. For additional information regarding our debt, refer to Note 5, Long-Term Debt. Our subsidiaries have from time to time repurchased certain debt obligations of iHeartCommunications, and may in the future, as part of various financing and investment strategies, refinance, retire, exchange or purchase additional outstanding indebtedness of iHeartCommunications or its subsidiaries or our outstanding equity securities, in tender offers, open market purchases, privately negotiated transactions or otherwise. Such refinancings, retirements, exchanges or purchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. We or our subsidiaries may also sell certain assets, securities, or properties. These purchases or sales, if any, could have a material positive or negative impact on our liquidity available to repay outstanding debt obligations or on our consolidated results of operations. These transactions could also require or result in amendments to the agreements governing outstanding debt obligations or changes in our leverage or other financial ratios, which could have a material positive or negative impact on our ability to comply with the covenants contained in iHeartCommunications’ debt agreements. These transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. 33 Supplemental Financial Information under Debt Agreements Pursuant to iHeartCommunications' material debt agreements, iHeartMedia Capital I, LLC ("Capital I"), the parent guarantor and a subsidiary of iHeartMedia, is permitted to satisfy its reporting obligations under such agreements by furnishing iHeartMedia’s consolidated financial information and an explanation of the material differences between iHeartMedia’s consolidated financial information, on the one hand, and the financial information of Capital I and its consolidated restricted subsidiaries, on the other hand. Because neither iHeartMedia nor iHeartMedia Capital II, LLC, a wholly-owned direct subsidiary of iHeartMedia and the parent of Capital I, have any operations or material assets or liabilities, there are no material differences between iHeartMedia’s consolidated financial information for the three and six months ended June 30, 2026, and Capital I’s and its consolidated restricted subsidiaries’ financial information for the same period. Further, as of June 30, 2026, we were in compliance with all covenants related to our debt agreements. Commitments, Contingencies and Guarantees We are currently involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued our estimate of the probable costs for resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. Please refer to “Legal Proceedings” in Part II, Item 1 of this Quarterly Report on Form 10-Q. Certain agreements relating to acquisitions provide for purchase price adjustments and other future contingent payments based on the financial performance of the acquired companies generally over a one to five-year period. The aggregate of these contingent payments, if performance targets are met, would not significantly impact our financial position or results of operations. We have future cash obligations under various types of contracts. We lease office space, certain broadcast facilities and equipment. Some of our lease agreements contain renewal options and annual rental escalation clauses (generally tied to the consumer price index), as well as provisions for our payment of utilities and maintenance. We also have non-cancellable contracts in our radio broadcasting operations related to program rights and music license fees. In the normal course of business, our broadcasting operations have minimum future payments associated with employee and talent contracts. These contracts typically contain cancellation provisions that allow us to cancel the contract with good cause. SEASONALITY Typically, our businesses experience their lowest financial performance in the first quarter of the calendar year. We expect this trend to continue in the future. Due to this seasonality and certain other factors, the results for the interim periods may not be indicative of results for the full year. In addition, we are impacted by political cycles and generally experience higher revenues in congressional election years, and particularly in presidential election years. This may affect the comparability of results between years. MARKET RISK We are exposed to market risks arising from changes in market rates and prices, including movements in interest rates, foreign currency exchange rates and inflation. Interest Rate Risk A significant amount of our long-term debt bears interest at variable rates. Additionally, certain assumptions used within management's estimates are impacted by changes in interest rates. Accordingly, our earnings will be affected by changes in interest rates. As of June 30, 2026, approximately 46% of our aggregate principal amount of long-term debt bore interest at floating rates. Assuming the level of borrowings as of June 30, 2026 and assuming a 100 bps change in floating interest rates, it is estimated that our interest expense for the six months ended June 30, 2026 would have changed by $11.3 million. In the event of an adverse change in interest rates, management may take actions to mitigate our exposure. However, due to the uncertainty of the actions that would be taken and their possible effects, the preceding interest rate sensitivity analysis assumes no such actions. Further, the analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment. 34 Inflation Inflation is a factor in our business, and we continue to seek ways to mitigate its effect. Inflation has affected our performance in terms of higher costs for employee compensation, equipment and third party services. Although we are unable to determine the exact impact of inflation, we believe the impact will continue to be immaterial considering the actions we may take in response to these higher costs that may arise as a result of inflation. Critical Accounting Estimates There have been no significant changes to our critical accounting policies and estimates disclosed in “Critical Accounting Estimates” of Item 7, Management’s Discussion and Analysis of our Annual Report on Form 10-K for the year ended December 31, 2025. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. This report contains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our future operating and financial performance, financial position and results of operations, macroeconomic trends, including inflation, interest rates and potential recessionary indicators, geopolitical events, our expected costs, savings and timing of our modernization initiatives and other capital and operating expense reduction initiatives, strategic marketing initiatives, debt repurchases, our business plans, strategies and initiatives, potential acquisitions and dispositions, our expectations about certain markets and businesses, our expectations regarding the seasonality of our business, expected cash interest payments, future impairment charges, expectations regarding non-cash strategic marketing initiatives and our anticipated financial performance and liquidity. Statements expressing expectations and projections with respect to future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We caution that these forward-looking statements involve a number of risks and uncertainties and are subject to many variables which could impact our future performance. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. We do not intend, nor do we undertake any duty, to update any forward-looking statements. A wide range of factors could materially affect future developments and performance, including but not limited to: •risks associated with weak or uncertain global economic conditions, or other geopolitical events or conditions, and their impact on the level of expenditures for advertising; •risks related to advertising revenue fluctuations; •intense competition including increased competition from alternative media and entertainment platforms and technologies; •dependence upon the performance of on-air talent, program hosts and management as well as maintaining or enhancing our brand; •fluctuations in operating costs and other factors within or beyond our control; •technological changes and innovations; •shifts in population and other demographics; •the impact of our substantial indebtedness; •the impact of acquisitions, dispositions and other strategic transactions; •legislative or regulatory requirements; •the impact of legislation, ongoing litigation or royalty audits on music licensing and royalties; •regulations and consumer concerns regarding privacy and data protection, and breaches of information security measures; •risks related to scrutiny of environmental, social, and governance matters; •risks related to our Class A common stock; •regulations impacting our business and the ownership of our securities; •risks related to adverse political effects, acts or threats of terrorism or military conflicts; and •certain other factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by other filings with the Securities and Exchange Commission (“SEC”). This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. 35