iHeartMedia, Inc.

NOTE 1 –BASIS OF PRESENTATION

Preparation of Interim Financial Statements

All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” refer to iHeartMedia, Inc. and its consolidated subsidiaries. The accompanying consolidated financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company reports based onthree reportable segments:

▪the Multiplatform Group, which includes the Company's Broadcast radio, Networks and Sponsorships and Events businesses;

▪the Digital Audio Group, which includes all of the Company's Digital businesses, including Podcasting; and

▪the Audio & Media Services Group, which includes Katz Media Group (“Katz Media”), a full-service media representation business, and RCS Worldwide ("RCS"), a provider of scheduling and broadcast software and services.

The consolidated financial statements include the accounts of the Company and its subsidiaries. Also included in the consolidated financial statements are entities for which the Company has a controlling interest or is the primary beneficiary. Investments in companies which the Company does not control but exercises significant influence over operating and financial policies of the company are accounted for under the equity method. All intercompany transactions are eliminated in the consolidation process.

Economic Conditions

The Company's 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 the Company's revenues and cash flows. The Company is monitoring ongoing developments surrounding international trade and other geopolitical events that may pressure the advertising budgets of its customers and could impact its 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 the Company's ability to generate revenue and cash flows.

The Company performs its annual impairment test on goodwill and indefinite-lived intangible assets, including Federal Communications Commission ("FCC") licenses, as of July 1 of each year. As a result of the 2026 annual testing, the Company recognized a non-cash impairment charge of $16.0 million on its FCC licenses as of September 30, 2026. During 2025, the Company performed annual impairment testing which resulted in a non-cash impairment charge of $208.5 million on its FCC licenses as of September 30, 2025.

The annual impairment test for each reporting unit's goodwill resulted inno impairment charges as of September 30, 2026 and 2025, respectively.

During the nine months ended September 30, 2026, iHeartCommunications, Inc. ("iHeartCommunications"), a wholly-owned subsidiary of the Company, borrowed $75.0 million under the $450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022, as amended on November 6, 2024 and August 7, 2026 (the "ABL Facility"). This borrowing was executed as a short-term liquidity management strategy to provide financial flexibility in response to recent market uncertainty. The funds are available to support working capital requirements and general corporate purposes. As of September 30, 2026, the ABL Facility had a borrowing base of $426.2 million, $125.0 million of outstanding borrowings and $25.1 million of outstanding letters of credit, resulting in $276.1 million of borrowing base availability.

As of September 30, 2026, the Company had approximately $139.7 million in cash and cash equivalents, and total available liquidity was $415.8 million. Based on current available liquidity, the Company expects to be able to meet its obligations as they become due within one year after the date that these financial statements are issued.

Reclassifications

Certain prior period amounts within the Consolidated Statements of Cash Flows and the segment disclosures have been reclassified to conform to the 2026 presentation. These reclassifications had no impact on the Consolidated Statement of Cash Flows or the segment disclosures.

Restricted Cash

As of September 30, 2026 and December 31, 2025, the Company didnot have any restricted cash balances on the Consolidated Balance Sheets.

Certain Relationships and Related Party Transactions

From time to time, certain companies in which the Company holds minority equity interests, purchase advertising in the ordinary course. None of these ordinary course transactions have had a material impact on the Company.

New Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Update 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This update focuses on the disaggregation of income statement expenses, requiring entities to provide more detailed disclosures about certain expenses in their financial statements. The amendments of ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact of this standard on its disclosures, including timing and method of adoption.

In September 2025, the FASB issued Update 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which modernizes the accounting guidance for internal-use software costs. The amendments of ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and for interim reporting periods within those annual reporting periods. Early adoption is permitted and the amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption.

In December 2025, the FASB issued Update 2025-12 — Codification Improvements, which provides for several updates to the codification. The amendments of ASU 2025-12 are effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption.

NOTE 2 –REVENUE

Disaggregation of Revenue

The following tables show revenue streams for the three and nine months ended September 30, 2026 and 2025:

(1)Broadcast Radio revenue is generated through the sale of advertising time on the Company’s domestic radio stations.

(2)Networks revenue is generated through the sale of advertising on the Company’s Premiere and Total Traffic & Weather network programs and through the syndication of network programming to other media companies.

(3)Sponsorship and events revenue is generated through local events and major nationally-recognized tent pole events and include sponsorship and other advertising revenue, ticket sales, and licensing, as well as endorsement and appearance fees generated by on-air talent.

(4)Digital, excluding Podcast revenue is generated through the sale of streaming and display advertisements on digital platforms and through subscriptions to iHeartRadio streaming services.

(5)Podcast revenue is generated through the sale of advertising on the Company's podcast network and through licensing content to other media companies.

(6)Audio & Media Services revenue is generated by services provided to broadcast industry participants through the Company’s 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.

(7)Other revenue represents fees earned for miscellaneous services, including on-site promotions, activations, and local marketing agreements.

(8)Revenue from leases is primarily generated by the lease of towers to other media companies, which are all categorized as operating leases.

Trade and Barter

Trade and barter transactions represent the exchange of advertising spots for merchandise, services, other advertising or other assets in the ordinary course of business. The transaction price for these contracts is measured at contract inception at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable, in which case the consideration is measured based on the standalone selling price of the advertising spots promised or delivered to the customer. Trade and barter revenues and expenses, which are included in consolidated revenue and selling, general and administrative expenses, respectively, were as follows:

(1) Revenue in connection with investments made in companies in exchange for advertising services.

The increase in trade and barter revenues and expenses in 2026 is the result of strategic marketing initiatives as discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2 of this Quarterly Report on Form 10-Q.

Deferred Revenue

The following tables show the Company’s deferred revenue balance from contracts with customers:

(1)Deferred revenue from contracts with customers, which excludes other sources of deferred revenue that are not related to contracts with customers, is included within deferred revenue and other long-term liabilities on the Consolidated Balance Sheets, depending upon when revenue is expected to be recognized.

The Company’s contracts with customers generally have terms of one year or less. However, as of September 30, 2026, the Company expects to recognize $249.6 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration greater than one year, with substantially all of this amount to be recognized over the next five years. Expected commissions related to the Company’s media representation business are not included in this amount as they are contingent upon future sales.

NOTE 3 –LEASES

The Company enters into operating lease contracts for land, buildings, structures and other equipment. Arrangements are evaluated at inception to determine whether such arrangements contain a lease. Operating leases primarily include land and building lease contracts and leases of radio towers. Arrangements to lease building space consist primarily of the rental of office space, but may also include leases of other equipment, including automobiles and copiers. Operating leases are reflected on the Company's balance sheet within Operating lease right-of-use assets ("ROU assets") and the related short-term and long-term liabilities are included within Current and Noncurrent operating lease liabilities, respectively.

The Company's finance leases are included within Property, plant and equipment with the related liabilities included within Long-term debt.

ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term.

The Company tests for impairment of assets whenever events and circumstances indicate that such assets might be impaired. During the three and nine months ended September 30, 2026, the Company recognized non-cash impairment charges of $2.5 million. During the nine months ended September 30, 2025, the Company recognized non-cash impairment charges of $5.4 million. These impairments were due to changes in sublease assumptions for ROU assets related to certain operating leases for which management has made proactive decisions to abandon and sublease in connection with strategic actions to streamline the Company’s real estate footprint. There wereno lease impairments recognized during the three months ended September 30, 2025.

The implicit rate within the Company's lease agreements is generally not determinable. As such, the Company uses the incremental borrowing rate ("IBR") to determine the present value of lease payments at the commencement of the lease. The IBR, as defined in ASC 842, is"the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment."

The following table provides supplemental cash flow information related to leases for the periods presented:

(1)Lease liabilities from obtaining right-of-use assets include new leases entered into during the nine months ended September 30, 2026 and 2025, respectively.

The Company reflects changes in the lease liability and changes in the ROU asset on a net basis in the Statements of Cash Flows. The non-cash operating lease expense was $15.4 million and $14.7 million for the three months ended September 30, 2026 and 2025, respectively. The non-cash operating lease expense was $44.0 million and $47.6 million for the nine months ended September 30, 2026 and 2025, respectively.

NOTE 4 –PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL

Property, Plant and Equipment

The Company’s property, plant and equipment consisted of the following classes of assets:

Indefinite-lived Intangible Assets

The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Multiplatform Group segment.

The Company performs its annual impairment test on goodwill and indefinite-lived intangible assets, including FCC licenses, as of July 1 of each year. In addition, the Company tests for impairment of other intangible assets whenever events and circumstances indicate that such assets might be impaired.

The Company's FCC licenses are valued using a combination of direct and market valuation approaches. Key assumptions in the direct valuation approach include market revenue growth rates, profit margin, and the risk-adjusted discount rate as well as other assumptions including market share, duration and profile of the build-up period, estimated start-up costs, and capital expenditures. This data is populated using industry normalized information representing an average asset within a market. The Company obtained the most recent broadcast radio industry revenue projections for use in the valuation model, as well as various other sources to analyze media and broadcast industry market forecasts and other data in developing the assumptions used for purposes of performing impairment testing on the Company's FCC licenses as of July 1, 2026.

FCC licenses valued using a market approach estimate the fair value by referencing recent transactions involving comparable spectrum assets. This method considers observable market data, adjusted for differences in signal strength and market size.

Considerations in developing these assumptions included the expected impact on advertising revenues given the current market uncertainty, ranges of expected timing of recovery, discount rates and other factors. Based on the Company's testing, the estimated fair values of its FCC licenses in total were above their carrying values. However, in certain markets, the estimated fair values of its FCC licenses were below their carrying values. As a result, the Company recognized a non-cash impairment charge of $16.0 million on its FCC licenses as of September 30, 2026. The impairment was primarily driven by declines in market-based values of FCC licenses in certain markets, reflecting recent radio station transactions at prices generally below historical levels. The fair value of the impaired FCC licenses is a nonrecurring fair value measurement categorized within Level 3 of the fair value hierarchy because it relies on significant unobservable inputs. The significant unobservable inputs used in the direct valuation approach included:

•Revenue growth rates of 1.0% for over-the-air revenue and 3.0% for digital revenue beyond the initial five-year forecast period and 1.5% in the terminal period;

•Operating margins of 8.0% in the first year, increasing to industry average margins of up to 14.2% by year three, depending on market size; and

•Assumed discount rates of 9.5% for large markets and 10.0% for small markets.

The market approach was applied to the FCC licenses in 123 markets, representing approximately 28% of the aggregate estimated fair value of the Company's FCC licenses as of July 1, 2026. The significant unobservable inputs in the market approach were the values of comparable radio station transactions, adjusted for differences in signal strength and market size.

During the nine months ended September 30, 2025, the Company performed annual impairment testing which resulted in the recognition of a non-cash impairment charge of $208.5 million on its FCC licenses.

Other Intangible Assets

Other intangible assets consists of definite-lived intangible assets, which primarily include customer and advertiser relationships, talent and representation contracts, trademarks and tradenames and other contractual rights, all of which are amortized over the shorter of either the respective lives of the agreements or over the period of time that the assets are expected to contribute directly or indirectly to the Company’s future cash flows. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. These assets are recorded at amortized cost.

The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets.

Total amortization expense related to definite-lived intangible assets for the Company for the three months ended September 30, 2026 and 2025 was $48.2 million and $53.7 million, respectively. Total amortization expense related to definite-lived intangible assets for the Company for the nine months ended September 30, 2026 and 2025 was $148.7 million and $161.1 million, respectively.

The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:

Goodwill

The following table presents the changes in the carrying amount of goodwill:

(1)Beginning goodwill balance is presented net of prior accumulated impairment losses of $2.0 billion related to its Multiplatform Group, $439.4 million related to its Digital Audio Group and $41.6 million related to its Audio & Media Services Group.

Goodwill Impairment Assessment

As discussed above, the Company performs its impairment test for each reporting unit’s goodwill as of July 1 of each year. The Company also tests goodwill at interim dates if events or changes in circumstances indicate that goodwill might be impaired.

The goodwill impairment test requires measurement of the fair value of the Company's reporting units, which is compared to the carrying value of the reporting units, including goodwill. Each of the Company's reporting units is valued using a discounted cash flow model which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate. Terminal values were also estimated and discounted to their present value. Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on the Company's budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and in management’s judgment in applying these factors.

Based on the Company's annual impairment test as of July 1, 2026 and 2025, it determined that the estimated fair values of all of its reporting units exceeded their carrying values, including goodwill. Therefore, no impairment of goodwill was recorded.

Subsequent to the Company's annual impairment test as of July 1, 2026, the trading prices of the Company's Class A common stock and debt securities declined significantly. The Company considered these developments and concluded that it was not more likely than not that the fair value of any of its reporting units or its FCC licenses was below its carrying value as of September 30, 2026. Continued declines in the trading prices of the Company's securities, deterioration in the Company's actual or forecasted operating results, or other adverse changes in market conditions may result in material impairment charges in future periods.

While the Company believes it has made reasonable estimates and utilized reasonable assumptions to calculate the fair values of its 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 magnitude of the impact of current market conditions, as well as the timing of any recovery. If the Company's actual results are not consistent with its estimates, the Company could be exposed to future impairment losses that could be material to its results of operations.

NOTE 5 –LONG-TERM DEBT

Long-term debt outstanding for the Company consisted of the following:

(1)During the nine months ended September 30, 2026, iHeartCommunications borrowed $75.0 million under the ABL Facility. As of September 30, 2026, the ABL Facility had a borrowing base of $426.2 million, $125.0 million outstanding borrowings and $25.1 million of outstanding letters of credit, resulting in $276.1 million of borrowing base availability.

(2)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.

(3)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.

(4)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 10.875% Second Lien Notes due 2030 was recorded as debt premium and will be reduced as contractual interest payments are made.

The Company’s weighted average interest rate was 9.0% as of September 30, 2026 and December 31, 2025. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $3.9 billion and $4.4 billion as of September 30, 2026 and December 31, 2025, respectively. Under the fair value hierarchy established by ASC 820-10-35, the market value of the Company’s debt is classified as either Level 1 or Level 2. As of September 30, 2026, the Company was in compliance with all covenants related to its debt agreements.

Asset-based Revolving Credit Facility due 2029

On August 7, 2026, the ABL Credit Agreement, dated as of May 17, 2022 (as amended, restated or otherwise modified, the “ABL Credit Agreement” and, the revolving credit facility provided thereunder, the “ABL Facility”), by and among iHeartCommunications, the Guarantors, Bank of America, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto, was amended pursuant to Amendment No. 2, which, among other things, extended the maturity date of the ABL Facility from May 17, 2027 to January 30, 2029, reduced the advance rate on eligible trade receivables and eligible credit card receivables from 90.0% to 85.0%, and amended certain springing covenant triggers and default provisions. The aggregate size of the lender commitments remained unchanged at $450.0 million.

Size and Availability

The ABL Facility provides for a senior secured asset-based revolving credit facility in the aggregate principal amount of up to $450.0 million, with amounts available from time to time (including in respect of letters of credit) equal to the lesser of (A) the borrowing base, which equals the sum of (i)85.0% of the eligible trade receivables and eligible credit card receivables of iHeartCommunications and the subsidiary guarantors and (ii)100% of qualified cash, each subject to customary reserves and eligibility criteria, and (B) the aggregate revolving credit commitments. As of September 30, 2026, iHeartCommunications had $125.0 million of principal amount outstanding under the ABL Facility, a borrowing base of $426.2 million and $25.1 million in outstanding letters of credit, resulting in $276.1 million of borrowing base availability.

Interest Rate and Fees

Borrowings under the ABL Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (1) a base rate, (2) a term Secured Overnight Financing Rate (“SOFR”) rate (which includes a credit spread adjustment of 10 basis points), or (3) for certain foreign currencies, a eurocurrency rate. The applicable margin for borrowings under the ABL Facility range from 1.75% to 2.25% for both term SOFR and eurocurrency borrowings and from 0.75% to 1.25% for base-rate borrowings, in each case, depending on average excess availability under the ABL Facility based on the most recent fiscal quarter.

In addition to paying interest on outstanding principal under the ABL Facility, iHeartCommunications is required to pay a commitment fee to the lenders under the ABL Facility in respect of the unutilized commitments thereunder. The commitment fee rate ranges from 0.25% to 0.375% per annum dependent upon average unused commitments during the prior quarter. iHeartCommunications may also pay customary letter of credit fees.

Maturity

Borrowings under the ABL Facility will mature, and lending commitments thereunder will terminate on January 30, 2029.

Prepayments

If at any time, the sum of the outstanding amounts under the ABL Facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitments under the facility (such lesser amount, the “line cap”), iHeartCommunications is required to repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such excess. iHeartCommunications may voluntarily repay outstanding loans under the ABL Facility at any time without premium or penalty, other than customary “breakage” costs with respect to eurocurrency rate loans. Any voluntary prepayments made by iHeartCommunications will not reduce iHeartCommunications’ commitments under the ABL Facility.

Guarantees and Security

The ABL Facility is guaranteed by, subject to certain exceptions, the guarantors of iHeartCommunications’ Term Loans due 2029. All obligations under the ABL Facility, and the guarantees of those obligations, are secured by a perfected security interest in the accounts receivable and related assets of iHeartCommunications’ and the guarantors’ accounts receivable, qualified cash and related assets and proceeds thereof that is senior to the security interest of iHeartCommunications’ Term Loans due 2029 in such accounts receivable, qualified cash and related assets and proceeds thereof, subject to permitted liens and certain exceptions.

Certain Covenants and Events of Default

If specified excess availability (calculated as provided for in the ABL Credit Agreement) is less than the greater of (a) $40.0 million and (b)10% of the lesser of (i) aggregate commitments under the ABL Facility and (ii) the borrowing base (a “Trigger Event”), iHeartCommunications will be required to comply with a minimum fixed charge coverage ratio of at least 1.00 to 1.00, and must continue to comply with this minimum fixed charge coverage ratio for fiscal quarters ending after the occurrence of the Trigger Event until specified excess availability (calculated as provided for in the ABL Credit Agreement) is equal to or exceeds the greater of (x) $40.0 million and (y)10% of the lesser of (i) aggregate commitments under the ABL Facility and (ii) the borrowing base, in each case, for 20 consecutive calendar days, at which time the Trigger Event shall no longer be deemed to be occurring.

Surety Bonds and Letters of Credit

As of September 30, 2026, the Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit of$9.0 million and$35.0 million, respectively. These surety bonds and letters of credit relate to various operational matters including insurance, lease and performance bonds as well as other items.

NOTE 6 –COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the 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 the Company’s assumptions or the effectiveness of its strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations.

Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of the Company’s litigation arises in the following contexts: commercial/contract disputes; defamation matters; employment and benefits related claims; intellectual property claims; real estate matters; governmental investigations; and tax disputes.

Alien Ownership Restrictions and FCC Declaratory Ruling

The Communications Act of 1934, as amended (the "Communications Act") and FCC regulation prohibit foreign entities and individuals from having direct or indirect ownership or voting rights of more than 25 percent in a corporation controlling the licensee of a radio broadcast station unless the FCC finds greater foreign ownership to be in the public interest. On November 5, 2020, the FCC issued a declaratory ruling, which permits the Company to be up to 100% foreign owned, subject to certain conditions (the "2020 Declaratory Ruling").

NOTE 7 –INCOME TAXES

The Company’s income tax benefit (expense) consisted of the following components:

The effective tax rates for the three months ended September 30, 2026 and 2025 were 72.2% and 71.6%, respectively. The effective tax rates for the nine months ended September 30, 2026 and 2025 were 0.5% and 2.7%, respectively. The effective tax rates for these periods were primarily impacted by changes in valuation allowances recorded against certain deferred assets, related primarily to disallowed interest expense carryforwards and net operating losses due to uncertainty regarding the Company's ability to utilize those assets in future periods.

NOTE 8 –STOCKHOLDERS' DEFICIT

Pursuant to the Company's 2019 Equity Incentive Plan (the "2019 Plan"), the Company historically granted restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals. In April 2021, the 2021 Long-Term Incentive Award Plan (the “2021 Plan”) was approved by stockholders and replaced the 2019 Plan. In February 2023 and April 2026, the 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 the Company's stockholders at the annual meetings of stockholders held in 2023 and 2026, respectively. Pursuant to the 2021 Plan, as amended, the Company will continue to grant equity awards covering shares of the Company's Class A common stock to certain key individuals.

Share-based Compensation

Share-based compensation expenses are recorded in Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Loss. The Company periodically issues restricted stock units ("RSUs") and performance-based RSUs ("Performance RSUs") to certain key employees, some of which are settled in cash. The RSUs vest solely due to continued service over time. The Performance RSUs generally vest upon the achievement of certain total relative stockholder return goals, Adjusted EBITDA goals, cost savings and other strategic goals (including debt refinancing and advertising sales reorganization initiatives) and continued service. The majority of these awards are measured over an approximately 1-year to 3-year period from the date of issuance.

The following table presents the Company's total share-based compensation (benefit) expense by award type:

(1)Total share-based compensation includes a benefit of$10.4 million and $7.6 million of expense from cash-settled awards for the three months ended September 30, 2026 and 2025, respectively, and a benefit of $0.1 million and $11.8 million of expense for the nine months ended September 30, 2026 and 2025, respectively. The decrease in share-based compensation recognized in 2026 is due tochanges in the Company’s stock price, resulting in lower expense associated with cash-settled awards.

As of September 30, 2026, there was $22.1 million of unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of approximately 2.1 years and assumes Performance RSUs that have not reached their measurement dates will be fully earned at target.

Special Warrants

Each Special Warrant issued under the special warrant agreement entered into in connection with the Reorganization may be exercised by its holder to purchaseone share of Class A common stock or Class B common stock at an exercise price of $0.001 per share, unless the Company in its sole discretion believes such exercise would, alone or in combination with any other existing or proposed ownership of common stock, result in, subject to certain exceptions, (a) such exercising holder owning more than 4.99% of the Company's outstanding Class A common stock, (b) more than 22.5% of the Company's capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, (c) the Company exceeding any foreign ownership threshold set by the FCC pursuant to a declaratory ruling or specific approval requirement or (d) the Company violating any provision of the Communications Act or restrictions on ownership or transfer imposed by the Company's certificate of incorporation or the decisions, rules and policies of the FCC. Although the agreement governing the Special Warrants provides that the Company may decline to permit the exercise of Special Warrants if such exercise would result in more than 22.5% of its capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, the Company received a ruling from the FCC permitting it to have up to 100% foreign ownership in the aggregate. Any holder exercising Special Warrants must complete and timely deliver to the warrant agent the required exercise forms and certifications required under the special warrant agreement.

Computation of Loss per Share

(1)All of the outstanding Class B common stock and Special Warrants are included in both the basic and diluted weighted average common shares outstanding of the Company for the three and nine months ended September 30, 2026 and 2025.

(2)Outstanding equity service awards representing 11.7 million and 10.6 million shares of Class A common stock of the Company for the three months ended September 30, 2026 and 2025, respectively, and 12.3 million and 13.3 million shares of Class A common stock for the nine months ended September 30, 2026 and 2025, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

NOTE 9 –SEGMENT DATA

The Company’s primary businesses are included in its Multiplatform Group and Digital Audio Group segments. Revenue and expenses earned and charged between Multiplatform Group, Digital Audio Group, Audio & Media Services Group, and Corporate are eliminated in consolidation. The Multiplatform Group provides media and entertainment services via broadcast delivery and also includes the Company’s events and national syndication businesses. The Digital Audio Group provides media and entertainment services via digital delivery. The Audio & Media Services Group provides other audio and media services, including the Company’s media representation business (Katz Media) and its provider of scheduling and broadcast software (RCS). Corporate includes infrastructure and support, including executive, information technology, human resources, legal, finance, and administrative functions for the Company’s businesses.

Segment Adjusted EBITDA is the segment profitability metric reported to the Company’s Chief Operating Decision Maker ("CODM") for purposes of decisions about allocation of resources to, and assessing performance of, each reportable segment. It is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding 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.

The Company's CODM is its Chief Executive Officer. The CODM uses Segment Adjusted EBITDA to evaluate the operating performance of each reportable segment, and to allocate resources. This measure is the primary measure used by management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and segment management.

The following tables present the Company's segment results:

Revenues

Reconciliation of Revenues to Segment Adjusted EBITDA

(1)Includes content, programming, and production costs as well as employee compensation, talent fees, event costs, music license fees, and other expenses.

(2)Includes administrative employee compensation, sales commissions, ratings fees, trade and barter expense, and other expenses.

Reconciliation of Segment Adjusted EBITDA to Loss before income taxes

Capital Expenditures

Segment Assets