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What changed in iHeartMedia, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of iHeartMedia, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+292 added−273 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-27)

Top changes in iHeartMedia, Inc.'s 2025 10-K

292 paragraphs added · 273 removed · 230 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

73 edited+11 added−7 removed93 unchanged
Biggest changeThe order is the subject of various pending appeals. In addition, in December 2022, the FCC commenced the 2022 quadrennial review of its broadcast ownership rules. Among other things, the FCC is seeking comment on all aspects of the local radio ownership rule including whether the current version of the rule remains necessary in the public interest.
Biggest changeAmong other things, the FCC is seeking comment on whether the local radio ownership rule remains necessary to further the public interest. We cannot predict the outcome of the FCC’s media ownership proceedings or their effects on our business in the future. Irrespective of the FCC’s media ownership rules, the Antitrust Division of the U.S.
We report our financial statements based on three reportable segments: • Multiplatform Group , which includes the Company's Broadcast radio, Networks, Sponsorships and Events businesses; • Digital Audio Group , which includes all of the Company's Digital businesses including podcasting, the iHeartRadio digital service, its digital advertising technology companies, its websites, newsletters and digital services and programs; and its audio industry-leading social media footprint; and • Audio & Media Services Group , which provides other audio and media services, including the Company's media representation business, Katz Media Group, and RCS Sound Software, a provider of scheduling and broadcast software to the industry at large.
We report our financial statements based on three reportable segments: • Multiplatform Group , which includes the Company's Broadcast radio, Networks, Sponsorships and Events businesses; • Digital Audio Group , which includes all of the Company's Digital businesses including podcasting, the iHeartRadio digital service, its digital advertising technology companies, its websites, newsletters and digital services and programs; and its audio industry-leading social media footprint; and • Audio & Media Services Group , which provides other audio and media services, including the Company's media representation business, Katz Media Group, and RCS Sound Software, a provider of scheduling and broadcast software and services to the industry at large.
Our advertisers cover a wide range of categories, including financial services, automotive, health care, telecommunications, insurance, education, food and beverage, entertainment and political. As a result of the diversification of our product offerings, as well our geography, no single advertising category makes up more than approximately 5% of our total advertising revenue.
Our advertisers cover a wide range of categories, including financial services, automotive, health care, telecommunications, insurance, education, food and beverage, entertainment and political. As a result of the diversification of our product offerings, as well as our geography, no single advertising category makes up more than approximately 5% of our total advertising revenue.
Providing this kind of at-scale companionship creates high-value advertising inventory and delivers superior returns. Moreover, we believe that we can leverage our investments in technology and data-informed decision making to better monetize our assets 5 and to capture increasing market share across the broader advertising ecosystem.
Providing this kind of at-scale companionship creates high-value advertising inventory and delivers superior returns. Moreover, 5 we believe that we can leverage our investments in technology and data-informed decision making to better monetize our assets and to capture increasing market share across the broader advertising ecosystem.
Among other things, the Communications Act empowers the FCC to: issue, renew, revoke and modify broadcast licenses; assign frequency bands for broadcasting; 9 determine stations’ technical parameters; impose penalties and sanctions for violation of its regulations, including monetary forfeitures and, in extreme cases, license revocation; impose annual regulatory and application processing fees; and adopt and implement regulations and policies affecting the ownership, program content, employment practices and many other aspects of broadcast station operations.
Among other things, the Communications Act empowers the FCC to: issue, renew, revoke and modify broadcast licenses; assign frequency bands for broadcasting; determine stations’ technical parameters; impose penalties and sanctions for violation of its regulations, including monetary forfeitures and, in extreme cases, license revocation; impose annual regulatory and application processing fees; and adopt and implement regulations and policies affecting the ownership, program content, employment practices and many other aspects of broadcast station operations.
We operate in a highly competitive environment and make significant investments in our people and strive to provide competitive pay and comprehensive benefits (eligibility varies depending on full-time and/or union status) including: • Employer sponsored health insurance, including 100% Company-paid programs for assistance in managing ongoing or chronic health conditions; • Company provided contributions to health savings accounts for qualifying accounts; • Company provided life insurance; • Voluntary life insurance with long-term care; • Paid sick and vacation days; • Paid parental leave for both primary and secondary caregivers; • Fertility assistance; • Mental health care and resources; • Paid holidays, including spirit days so that our employees may volunteer in their community; • 401(k) plan; • An Employee Assistance Program, which is available to employees and their household members at no cost and provides services such as in person and telephonic counseling sessions, consultation on legal and financial matters and referrals for services such as child-care and relocation; and • Various voluntary benefits including hospital indemnity, accident insurance, identity theft, pet health and legal insurance.
We operate in a highly competitive environment and make significant investments in our people and strive to provide competitive pay and comprehensive benefits (eligibility varies depending on full-time and/or union status) including: • Employer sponsored health insurance, including 100% Company-paid programs for assistance in managing ongoing or chronic health conditions; • Company provided contributions to health savings accounts for qualifying accounts; • Company provided life insurance; • Voluntary life insurance with long-term care; • Paid sick and vacation days; • Paid parental leave for both primary and secondary caregivers; • Fertility assistance; • Mental health care and resources; • Paid holidays, including spirit days so that our employees may volunteer in their community; • 401(k) plan and Company-matching contribution; • An Employee Assistance Program, which is available to employees and their household members at no cost and provides services such as in person and telephonic counseling sessions, consultation on legal and financial matters and referrals for services such as child-care and relocation; and • Various voluntary benefits including hospital indemnity, accident insurance, identity theft, pet health and legal insurance.
We believe our national reach, the strength of our brand and assets, the quality of our programming and personalities, and the companionship nature of our content allows us to compete effectively against other radio businesses, as well as with other media, entertainment and digital platforms, such as streaming audio services, satellite radio, podcasts, other 7 Internet-based streaming music services, ad tech, television, live entertainment, large scale online advertising platforms, and social media.
We believe our national reach, the strength of our brand and assets, the quality of our programming and personalities, and the companionship nature of our content allows us to compete effectively against other radio businesses, as well as with other media, entertainment and digital platforms, such as streaming audio services, satellite radio, podcasts, other Internet-based streaming music services, ad tech, television, live entertainment, large scale online advertising platforms, and social media.
Any failure on our part to comply with these laws may subject us to significant liabilities. For example, the California Consumer Privacy Act ("CCPA") provides a private right of action and minimum statutory damages for certain types of data breaches, with possible damage awards of $100 to $750 per consumer per incident, or actual damages, whichever is greater.
Any failure on our part to comply with these laws may subject us to significant liabilities. For example, the California Consumer Privacy Act ("CCPA") provides a private right of action and minimum statutory damages for certain 13 types of data breaches, with possible damage awards of $100 to $750 per consumer per incident, or actual damages, whichever is greater.
We also have sports podcasts led by marquee talent like Colin Cowherd and Dan Patrick as well as the iHeart Sports Network, which reaches approximately 75 million Americans per month according to Nielsen, and includes our sports talk and sports betting stations along with our ongoing live coverage of professional teams on select stations across the country.
We also have sports podcasts led by 6 marquee talent like Colin Cowherd and Dan Patrick as well as the iHeart Sports Network, which reaches approximately 75 million Americans per month according to Nielsen, and includes our sports talk and sports betting stations along with our ongoing live coverage of professional teams on select stations across the country.
In addition, our trade secrets may otherwise become known or be independently discovered by competitors. Human Capital Management Our employees are iHeartMedia's most valuable resource. We are committed to attracting and retaining a skilled and talented workforce. Our focus is on fostering a workplace that encourages growth, development, and progression for every team member.
In addition, our trade secrets may otherwise become known or be independently discovered by competitors. 8 Human Capital Management Our employees are iHeartMedia's most valuable resource. We are committed to attracting and retaining a skilled and talented workforce. Our focus is on fostering a workplace that encourages growth, development, and progression for every team member.
To apply these ownership tiers, the FCC relies on Nielsen Metro Survey Areas, where they exist, and a signal contour‑overlap methodology elsewhere. The Communications Act requires the FCC to review its media ownership rules every four years, and those reviews 10 have been and continue to be the subject of regulatory proceedings and litigation.
To apply these ownership tiers, the FCC relies on Nielsen Metro Survey Areas, where they exist, and a signal contour‑overlap methodology elsewhere. The Communications Act requires the FCC to review its media ownership rules every four years, and those reviews have been and continue to be the subject of regulatory proceedings and litigation.
Any future acquisition by us could be the subject of review and/or remedial action by antitrust authorities, particularly if it involves businesses or markets in which we already hold a significant market share. 12 Privacy, Data Protection and Consumer Protection Privacy, data protection and consumer protection legislation and regulation play a significant role in our business.
Any future acquisition by us could be the subject of review and/or remedial action by antitrust authorities, particularly if it involves businesses or markets in which we already hold a significant market share. Privacy, Data Protection and Consumer Protection Privacy, data protection and consumer protection legislation and regulation play a significant role in our business.
In the area of information security and data breach notification, various laws and regulations in the United States and most countries require companies to implement measures and controls to protect certain types of information and to notify users, regulators and/or other third parties if there is a security breach impacting the integrity or confidentiality of protected information.
In the area of information security and data breach notification, various laws and regulations in the United States and most countries require companies to implement measures and controls to protect certain types of information and to notify users, regulators and/or other third parties if there is a security breach impacting the availability, integrity, or confidentiality of protected information.
This following summary does not comprehensively cover all current and proposed statutes, regulations and policies affecting our business. Reference should be made to the Communications Act, FCC rules, public notices and rulings and other relevant statutes, regulations, policies, and proceedings for further information concerning the nature and extent of regulation of our business.
The following summary does not comprehensively cover all current and proposed statutes, regulations and policies affecting our business. Reference should be made to the Communications Act, FCC rules, public notices and rulings and other relevant statutes, regulations, policies, and proceedings for further information concerning the nature and extent of regulation of our business.
Collectively, these laws control how we use personal information to market products and services to consumers. Notably, the TCPA provides a private right of action, for which individual plaintiffs or classes of plaintiff may 13 bring suit seeking damages up to $500 per violation.
Collectively, these laws control how we use personal information to market products and services to consumers. Notably, the TCPA provides a private right of action, for which individual plaintiffs or classes of plaintiff may bring suit seeking damages up to $500 per violation.
To the best of our knowledge at present, none of our officers, directors or 5 percent or greater stockholders holds an interest in another broadcast station that is inconsistent with the FCC’s ownership rules. The FCC's local radio ownership rule is the only FCC media ownership rule that is currently relevant to our business.
To the best of our knowledge at present, none of our officers, directors 10 or 5 percent or greater stockholders holds an interest in another broadcast station that is inconsistent with the FCC’s ownership rules. The FCC's local radio ownership rule is the only FCC media ownership rule that is currently relevant to our business.
These initiatives not only improve the listener experience, they facilitate further engagement and heightened frequency of advertising impressions. 6 We have continued to extend our leadership position in podcasting, and we are the largest podcast publisher in the U.S. as measured by Podtrac.
These initiatives not only improve the listener experience, they facilitate further engagement and heightened frequency of advertising impressions. We have continued to extend our leadership position in podcasting, and we are the largest podcast publisher in the U.S. as measured by Podtrac.
Equal Employment Opportunity The FCC’s rules require broadcasters to engage in broad equal employment opportunity recruitment efforts, retain data concerning such efforts and report much of this data to the FCC and to the public via periodic reports filed with the FCC or placed in stations’ public files and websites.
Equal Employment Opportunity The FCC’s rules require broadcasters to engage in broad equal employment opportunity recruitment efforts, retain data concerning such efforts and report much of this data to the FCC and to the public via periodic reports filed with the FCC or 11 placed in stations’ public files and websites.
Petersburg-Clearwater, FL 8 18 San Diego, CA 8 19 Denver-Boulder, CO 8 20 Charlotte-Gastonia-Rock Hill, NC-SC 5 21 Nassau-Suffolk, NY 1 22 Baltimore, MD 4 23 Portland, OR 7 24 St. Louis, MO 6 25 San Antonio, TX 7 Total Top 25 Markets 159 (2) (1) Source: Spring 2024 Nielsen Audio Radio Market Rankings.
Petersburg-Clearwater, FL 8 18 Denver-Boulder, CO 8 19 San Diego, CA 8 20 Charlotte-Gastonia-Rock Hill, NC-SC 5 21 Nassau-Suffolk, NY 1 22 Portland, OR 7 23 Baltimore, MD 4 24 San Antonio, TX 7 25 St. Louis, MO 6 Total Top 25 Markets 159 (2) (1) Source: Spring 2025 Nielsen Audio Radio Market Rankings.
In determining whether to grant such approval, the FCC considers a number of factors pertaining to the existing licensee and the proposed licensee, including compliance with FCC rules and the “character” of the proposed licensees.
In determining whether to grant such approval, the FCC considers a number of factors pertaining to the existing licensee and the proposed licensee, including compliance with FCC rules and the “character” of the current and proposed licensees.
Worth, TX 8 5 San Francisco, CA 7 6 Houston-Galveston, TX 7 7 Atlanta, GA 7 8 Washington, DC 6 9 Philadelphia, PA 6 10 Boston, MA 8 11 Miami-Ft. Lauderdale-Hollywood, FL 8 12 Seattle-Tacoma, WA 8 13 Phoenix, AZ 8 14 Detroit, MI 6 15 Minneapolis-St. Paul, MN 6 17 Tampa-St.
Worth, TX 8 5 Houston-Galveston, TX 7 6 San Francisco, CA 7 7 Atlanta, GA 7 8 Washington, DC 6 9 Philadelphia, PA 6 10 Boston, MA 8 11 Miami-Ft. Lauderdale-Hollywood, FL 8 12 Seattle-Tacoma, WA 8 13 Phoenix, AZ 8 14 Detroit, MI 6 15 Minneapolis-St. Paul, MN 6 16 Tampa-St.
We continue to look for ways to further develop our advertising capabilities in order to expand our share of advertising partners' budgets. Increasing share of national advertising market Broadcast radio is the number one consumer reach medium, and advertisers have an appreciation for its scale, diverse demographic access and impact.
We continue to look for ways to further develop our advertising capabilities in order to expand our share of advertising partners' budgets. Increasing share of national advertising market Broadcast radio is the number one consumer reach medium, and advertisers have an appreciation for its scale, broad demographic access and impact.
The FCC has authority to impose fines exceeding $400,000 per utterance with a cap exceeding $4 million for a continuing violation. In June 2012, the U.S. Supreme Court ruled on appeals of several FCC indecency actions, but declined to rule on the constitutionality of the FCC’s indecency policies.
The FCC has authority to impose fines exceeding $500,000 per utterance with a cap exceeding $4 million for a continuing violation. In June 2012, the U.S. Supreme Court ruled on appeals of several FCC indecency actions, but declined to rule on the constitutionality of the FCC’s indecency policies.
We obtain information from users of our technology platforms, including, without limitation, our websites, web pages, interactive features, digital survey panels, applications, social media pages, and mobile application (“Platforms”), in accordance with the privacy policies and terms of use posted on the applicable Platform.
We obtain information from users of our technology platforms, including, without limitation, our websites, interactive features, digital survey panels, social media pages, and mobile applications (“Platforms”), in accordance with the privacy policies and terms of use posted on the applicable Platform.
Total Traffic & Weather Network services more than 230 markets in the U.S. and Canada. It operates the largest broadcast traffic navigation network in North America. Sponsorship & Events : We held live, in-person and virtual events, including seven major nationally-recognized tent pole events in 2024.
Total Traffic & Weather Network services more than 230 markets in the U.S. and Canada. It operates the largest broadcast traffic navigation network in North America. Sponsorship & Events : We held live, in-person and virtual events, including seven major nationally-recognized tent pole events in 2025.
Our national scale and extensive local footprint allow us to offer marketing solutions at national, regional and local levels, or any combination thereof. Our local sales force services approximately 160 U.S. markets, including 48 of the top 50 markets, and 86 of the top 100 markets.
Our national scale and extensive local footprint allow us to offer marketing solutions at national, regional and local levels, or any combination thereof. Our local sales force services approximately 160 U.S. markets, including 48 of the top 50 markets, and 87 of the top 100 markets.
As an indication of the size of the potential opportunity, we currently have approximately 44,000 total clients, whereas some of our largest social and search competitors that utilize technology solutions for advertisers of all sizes have millions of clients.
As an indication of the size of the potential opportunity, we currently have approximately 35,000 total clients, whereas some of our largest social and search competitors that utilize technology solutions for advertisers of all sizes have millions of clients.
In addition, connected TVs, voice assistants, smart auto and other connected devices increases the range of options for accessing and interacting with our content, which has been an audience growth vehicle.
In addition, connected TVs, voice assistants, smart auto and other connected devices increase the range of options for accessing and interacting with our content, which has been an audience growth vehicle.
In addition, Congress may consider and adopt legislation that would require us to pay royalties to sound recording copyright owners for broadcasting those recordings on our terrestrial radio stations.
In addition, Congress may adopt legislation that would require us to pay royalties to sound recording copyright owners for broadcasting those recordings on our terrestrial radio stations.
For music streams that do not qualify for statutory licenses, we must license performance rights directly from sound recording companies. From time to time, SoundExchange notifies us that certain calendar years are subject to routine audits of our royalty payments. The results of such audits could result in higher royalty payments for the subject years.
For music streams that do not qualify for statutory licenses, we must license performance rights directly from sound recording companies. From time to time, SoundExchange and these sound recording companies notify us that certain calendar years are subject to routine audits of our royalty payments. The results of such audits could result in higher royalty payments for the subject years.
Broadening the scope of audio engagement We continue to expand the spectrum of choices for our listeners-both in terms of compelling content and the array of ways in which it can be consumed.
Broadening the scope of engagement We continue to expand the spectrum of choices for our audience-both in terms of compelling content and the array of ways in which it can be consumed.
For our advertising customers, the combination of these services creates a one-of-a-kind cross-platform advertising solution that spans all of audio with data targeting and attribution measurement solutions. • Social media : Our personalities, stations and brands have a social footprint that includes over 335 million fans and followers as measured by ListenFirst, which is twelve times the size of the next largest commercial broadcast audio media company.
For our advertising customers, the combination of these services creates a one-of-a-kind cross-platform advertising solution that spans all of audio with data targeting and attribution measurement solutions. • Social media : Our personalities, stations and brands have a social footprint that includes over 345 million fans and followers as measured by Shareablee, which is eleven times the size of the next largest commercial broadcast audio media company.
As measured by Podtrac, iHeartMedia is the number one podcast publisher with 175 million global monthly downloads and streams and 31 million U.S. unique monthly users in 2024 and has the most shows featured in the Top 10 across all categories, with titles including Stuff You Should Know, The Breakfast Club, On Purpose with Jay Shetty, The Herd with Colin Cowherd, and many more.
As measured by Podtrac, iHeartMedia is the number one podcast publisher with 167 million global monthly downloads and streams and 30 million unique monthly U.S. users in 2025 and has the most shows featured in the Top 10 across all categories, with titles including Stuff You Should Know, The Breakfast Club, On Purpose with Jay Shetty, The Herd with Colin Cowherd, and many more.
Our contracts with our advertisers range from less than one-year to multi-year terms. Our Multiplatform Group segment has the following revenue streams: Broadcast Radio : Our primary source of revenue is derived from selling advertising time on our domestic broadcast radio stations, generating revenue of $1,726.9 million in 2024, $1,752.2 million in 2023 and $1,883.3 million in 2022.
Our contracts with our advertisers range from less than one-year to multi-year terms. Our Multiplatform Group segment has the following revenue streams: Broadcast Radio : Our primary source of revenue is derived from selling advertising time on our domestic broadcast radio stations, generating revenue of $1,633.4 million in 2025, $1,726.9 million in 2024 and $1,752.2 million in 2023.
This social footprint was at the heart of delivering 70 billion social media impressions for our 2024 iHeartRadio Music Festival. • Events : We have live and virtual events including seven major nationally-recognized tentpole events. These events provide significant opportunities for consumer promotion, advertising and social amplification.
This social footprint was at the heart of delivering over 63 billion social media impressions for our 2025 iHeartRadio Music Festival. • Events : We have live and virtual events including seven major nationally-recognized tentpole events. These events provide significant opportunities for consumer promotion, advertising and social amplification.
Audio & Media Services Group: We also provide services to broadcast industry participants through our Katz Media and RCS businesses, which accounted for revenues of $327.1 million in 2024, $256.7 million in 2023 and $304.3 million in 2022. • Katz Media is a leading media representation firm in the U.S. representing more than 3,500 non-iHeartMedia radio stations and over 700 television stations, along with their respective digital platforms.
Audio & Media Services Group We also provide services to broadcast industry participants through our Katz Media and RCS businesses, which accounted for revenues of $272.5 million in 2025, $327.1 million in 2024 and $256.7 million in 2023. • Katz Media is a leading media representation firm in the U.S. representing more than 3,400 non-iHeartMedia radio stations and over 400 television stations, along with their respective digital platforms.
We believe recruiting and retaining top talent is an important component of the success of our radio networks. • Total Traffic & Weather Network delivers real-time local traffic flow and incident information along with weather updates, sports and news to more than 2,000 radio stations and approximately 70 television affiliates, as well as through Internet and mobile partnerships, reaching approximately 209 million consumers each month.
We believe recruiting and retaining top talent is an important component of the success of our radio networks. • Total Traffic & Weather Network delivers real-time local traffic flow and incident information along with weather updates, sports and news to more than 1,900 radio stations and approximately 230 television affiliates, as well as through Internet and mobile partnerships, reaching approximately 211 million consumers each month.
We are a party to numerous collective bargaining 8 agreements and/or union-represented bargaining units, none of which represent a significant number of employees, with approximately 6.8% of our workforce subject to collective bargaining agreements. Total Rewards We strive to create an environment that prioritizes the development and well-being of our employees.
We are a party to numerous collective bargaining agreements and/or union-represented bargaining units, none of which represent a significant number of employees, with approximately 7.3% of our U.S. workforce subject to collective bargaining agreements. Total Rewards We strive to create an environment that prioritizes the development and well-being of our employees.
Our events resulted in revenue of $187.3 million in 2024, $191.4 million in 2023 and $189.0 million in 2022 from sponsorship, endorsement and other advertising revenue, as well as ticket sales and licensing.
Our events resulted in revenue of $182.0 million in 2025, $187.3 million in 2024 and $191.4 million in 2023 from sponsorship, endorsement and other advertising revenue, as well as ticket sales and licensing.
These employees represent the diverse and complex nature of iHeartMedia with skills in programming operations, sales, engineering, podcasting, digital and beyond, as well as corporate support, such as information technology, legal, human resources, communications and finance. Our workforce is comprised of approximately 80% full time and 20% part time employees.
These employees represent the complex, wide-ranging nature of iHeartMedia with skills in programming operations, sales, engineering, podcasting, digital and beyond, as well as corporate support, such as information technology, legal, human resources, communications and finance. Our workforce is comprised of approximately 78% full time and 22% part time employees.
Premiere Networks and Total Traffic & Weather generated revenue of $437.2 million in 2024, $466.4 million in 2023 and $503.2 million in 2022. • Premiere Networks is a national radio network that produces, distributes or represents more than 150 syndicated radio programs and services for more than 6,700 radio station affiliates.
Premiere Networks and Total Traffic & Weather generated revenue of $439.8 million in 2025, $437.2 million in 2024 and $466.4 million in 2023. • Premiere Networks is a national radio network that produces, distributes or represents more than 200 syndicated radio programs and services for more than 6,700 radio station affiliates.
We offer competitive compensation, comprehensive benefits, and health and wellness programs. Additionally, we are dedicated to building connections between our employees and the communities we serve. Workforce Composition As of December 31, 2024, we had approximately 10,100 employees.
We offer competitive compensation, comprehensive benefits, and health and wellness programs. Additionally, we are dedicated to building connections between our employees and the communities we serve. Workforce Composition As of December 31, 2025, we had approximately 9,550 employees.
We use and share this information for a variety of business purposes including for marketing our own products and services, analytics, attribution and to manage and execute digital advertising campaigns in a variety of ways, including delivering advertisements to Internet users based on their geographic locations, the type of device they are using, and their interests as inferred from their web browsing or app usage activity.
We use and share this information for a variety of purposes including for marketing our own products and services, analytics, attribution and to manage and execute digital advertising campaigns in a variety of ways, including delivering advertisements to users based on geographic locations, device type, and interests as inferred from browsing, listening, or app usage activity.
Our Digital Audio segment revenue was $1,164.5 million in 2024, $1,069.2 million in 2023 and $1,021.8 million in 2022. • Podcasting : Our multi-platform strategy has enabled us to extend our leadership in the growing podcasting sector.
Our Digital Audio segment revenue was $1,329.4 million in 2025, $1,164.5 million in 2024 and $1,069.2 million in 2023. • Podcasting : Our multi-platform strategy has enabled us to extend our leadership in the growing podcasting sector.
These programmatic, data and analytic and attribution solutions account for an increasing proportion of ad buying and we expect that it will continue to expand in the future. 3 Radio Stations As of December 31, 2024, we owned and operated 869 radio stations, including 250 AM and 619 FM radio stations.
These programmatic, data, analytic and attribution solutions account for an increasing proportion of ad buying and we expect that they will continue to expand in the future. 3 Radio Stations As of December 31, 2025, we owned and operated 868 radio stations, including 249 AM and 619 FM radio stations.
Increasingly, across both national and local markets, our advertisers are demanding data-rich, analytics-driven advertising solutions. iHeartMedia is the only audio broadcast media company that offers a comprehensive suite of tech-enabled 2 advertising solutions, providing advanced attribution and analytics capabilities through our SmartAudio platform, which includes: • Our digital-like ad-buying solution that allows clients to view the available broadcast inventory across various cohorts to address their specific needs; • Our application of data science to aggregate business data from broadcasts and the user insights that come from listeners using our digital platform; and • Our tools to present the effectiveness of clients' broadcast radio advertising campaigns by providing detailed digital dashboards on the results of the advertising spend.
Advertising rates are principally based on the length of the spot and how many people in a targeted audience listen to our stations, as measured by independent ratings services. 2 Increasingly, across both national and local markets, our advertisers are demanding data-rich, analytics-driven advertising solutions. iHeartMedia is the only audio broadcast media company that offers a comprehensive suite of tech-enabled advertising solutions, providing advanced attribution and analytics capabilities through our SmartAudio platform, which includes: • Our digital-like ad-buying solution that allows clients to view the available broadcast inventory across various cohorts to address their specific needs; • Our application of data science to aggregate business data from broadcasts and the user insights that come from listeners using our digital platform; and • Our tools to present the effectiveness of clients' broadcast radio advertising campaigns by providing detailed digital dashboards on the results of the advertising spend.
Podcasting generated revenue of $448.8 million in 2024, $407.8 million in 2023 and $358.4 million in 2022. • Digital excluding Podcast : Our reach extends across more than 500 platforms and thousands of different connected devices.
Podcasting generated revenue of $563.7 million in 2025, $448.8 million in 2024 and $407.8 million in 2023. • Digital excluding Podcast : Our reach extends across more than 500 platforms and thousands of different connected devices.
The FCC periodically audits for compliance with its equal employment opportunity rules and broadcasters can be sanctioned for noncompliance. Technical Rules Numerous FCC rules govern the technical operating parameters of radio stations, including permissible operating frequency, power and antenna height and interference protections between stations.
The FCC periodically audits for compliance with its equal employment opportunity rules and broadcasters can be sanctioned for noncompliance. Technical Rules Numerous FCC rules govern the technical operating parameters of radio stations, including permissible operating frequency, power and antenna height and interference protections between stations. Changes to these rules could negatively affect the operation of our stations.
According to Nielsen, for the full year of 2024, we have the most number one ranked station groups across the top 160 markets in the U.S., and across the largest 50 markets, with 68 and 24 number one ranked station groups in these markets, respectively.
According to Nielsen, for the full year 2025, we have the most number one ranked station groups across the top 160 markets in the U.S., and across the largest 50 markets, with 73 and 25 number one ranked station groups in these markets, respectively.
Prior to 2024, we launched (i) BIN: Black Information Network, the first and only 24/7 national and local all news audio service dedicated to providing an objective, accurate and trusted source of continual news coverage with a Black voice and perspective; (ii) The Black Effect Podcast Network, a joint venture with Charlamagne Tha God; (iii) My Cultura, a podcast network showcasing Latinx voices, creators, and the Latinx experience with millions of listeners; (iv) Outspoken Podcast Network, a new podcast network geared towards the LGBTQ+ community; (v) Metaverse concerts and experiences; and (vi) our broad range of sports programming.
In addition to the above, prior to 2025, we launched: • The iHeart Women's Sports Audio Network, the first-ever audio platform dedicated to women's sports across our broadcast, digital and podcast platforms; • BIN: Black Information Network, the first and only 24/7 national and local all news audio service dedicated to providing an objective, accurate and trusted source of continual news coverage with a Black voice and perspective; • The Black Effect Podcast Network, a joint venture with Charlamagne Tha God; • My Cultura, a podcast network showcasing Latinx voices, creators, and the Latinx experience with millions of listeners; • Outspoken Podcast Network, a new podcast network geared towards the LGBTQ+ community; • Metaverse concerts and experiences; and • Our broad range of sports programming.
The Multiplatform Group segment revenue was $2,372.9 million in 2024, $2,435.4 million in 2023 and $2,597.2 million in 2022.
The Multiplatform Group segment revenue was $2,273.5 million in 2025, $2,372.9 million in 2024 and $2,435.4 million in 2023.
Digital excluding podcast generated revenue of $715.7 million in 2024, $661.3 million in 2023 and $663.4 million in 2022.
Digital excluding podcast generated revenue of $765.7 million in 2025, $715.7 million in 2024 and $661.3 million in 2023.
We collect personal information automatically from a Platform users' device, as well as directly from Platform users in several ways, including when a user uses or purchases our products or services, registers to use our services, fills out a listener profile, posts comments, participates in polls and contests and signs up to receive email newsletters.
We collect personal information from Platform users in several ways, including when a user uses or purchases our products or services, registers for an account with us, fills out a listener profile, posts comments, participates in polls and contests and signs up to receive email newsletters. We also collect personal information automatically when users access and use our Platforms.
We are subject to a number of federal, state and foreign laws and regulations relating to consumer protection, direct marketing, information security, data protection and privacy, including children's privacy.
We are subject to various U.S. federal and state laws, as well as foreign laws and regulations, relating to consumer protection, direct marketing, information security, data protection and privacy, including children's privacy.
The FCC has since solicited public comment on those policies in a proceeding which remains pending. In addition, the FCC regulates the conduct of on-air station contests, requiring in general that the material rules and terms of the contest be broadcast periodically or posted online and that the contest be conducted substantially as announced.
In addition, the FCC regulates the conduct of on-air station contests, requiring in general that the material rules and terms of the contest be broadcast periodically or posted online and that the contest be conducted substantially as announced.
We also may obtain information about our listeners from other listeners and third parties.
We may obtain information about listeners from other listeners and content developers, our business partners, and third parties.
Changes to these rules could negatively affect the operation of our stations. 11 Content, Licenses and Royalties We must pay license fees to copyright owners of musical compositions (typically, songwriters and publishers) for the rights to broadcast and stream musical compositions.
Content, Licenses and Royalties We must pay license fees to copyright owners of musical compositions (typically, songwriters and publishers) for the rights to broadcast and stream musical compositions.
The rates for the royalties that we pay to SoundExchange under these statutory licenses are the subject of a pending rate-setting proceeding before the CRB, and this proceeding will determine the applicable royalty rates for the period from January 1, 2026 to December 31, 2030. The outcome of this proceeding may result in an increase to our licensing costs.
The rates for the royalties that we pay to SoundExchange under these statutory licenses are periodically the subject of rate-setting proceedings before the CRB to determine the applicable royalty rates. The outcome of these proceedings may result in an increase to our licensing costs.
For example, the Federal Trade Commission and state regulators enforce a variety of data privacy issues, such as promises made in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws.
For example, the Federal Trade Commission and state regulators enforce a variety of data privacy issues, such as compliance with privacy policy disclosures and representations and standards for safeguarding personal information, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws.
As of December 31, 2024, we own 295 issued U.S. patents, 43 pending U.S. patent applications, 5 issued foreign patents and 1 pending foreign patent applications, in addition to 332 U.S. trademarks registrations, 21 U.S. trademark applications, 277 state trademark registrations, 500 foreign registered trademarks and 34 foreign trademark applications.
As of December 31, 2025, we own 322 issued U.S. patents, 43 pending U.S. patent applications, 5 issued foreign patents and 2 pending foreign patent applications, in addition to 313 U.S. trademark registrations, 26 U.S. trademark applications, 249 state trademark registrations, 529 foreign registered trademarks and 4 foreign trademark applications.
Seasonality For information regarding the seasonality of our business, please refer to Part II, Item 7, Management's Discussion and Analysis of Financial Conditions and Results of Operations and Part I, Item 1A.
This means carrying out company activities in ways that preserve and promote a clean, safe and healthy environment. 9 Seasonality For information regarding the seasonality of our business, please refer to Part II, Item 7, Management's Discussion and Analysis of Financial Conditions and Results of Operations and Part I, Item 1A.
In the United States, certain of our business operations are subject to the Children’s Online Privacy Protection Act (“COPPA”), which limits what personal information we can collect directly from users of our Platforms who are under the age of 13 years, and how we can use that information.
In addition, certain U.S. business operations are subject to the Children’s Online Privacy Protection Act (“COPPA”), which restricts the collection and use of personal information from users under 13 years of age.
While some of these laws and regulations are still evolving, they have impacted, and will continue to impact our business by restricting our marketing activities and collection, use, retention, sharing and other processing of data, including both personal information and technical information related to users and devices, which also reduces our ability to effectively deliver relevant ads to our users, and by increasing compliance cost and risks.
Many of these laws and regulations are relatively new and continue to evolve, and they have impacted, and will continue to impact, our business by restricting our marketing activities and limiting the collection, use, retention, sharing and other processing of data, including personal information and technical information related to users and devices.
We cannot predict the outcome of the FCC’s media ownership proceedings or their effects on our business in the future. Irrespective of the FCC’s media ownership rules, the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) have the authority to determine that a particular transaction presents antitrust concerns. See “Item 1.
Department of Justice (“DOJ”) and the U.S. Federal Trade Commission (“FTC”) have the authority to determine that a particular transaction presents antitrust concerns. See “Item 1.
Our superior local, national, and online sales force combined with our leading digital, events, content, and 1 representation business position us to cover a wide range of advertiser categories, including consumer services, retailers, entertainment, health and beauty products, telecommunications, automotive, media and political.
The unification of our many brands across these diverse product offerings under the "iHeartRadio" masterbrand has allowed us to build out new platforms as well as extend into third-party platforms like social media, the Metaverse, and television, as well as streaming services. 1 Our superior local, national, and online sales force combined with our leading digital, events, content, and representation business position us to cover a wide range of advertiser categories, including consumer services, retailers, entertainment, health and beauty products, telecommunications, automotive, media and political.
Antitrust and Market Concentration Considerations Beyond compliance with FCC rules governing media ownership, our acquisition of additional radio stations or other businesses could receive scrutiny or challenge under the federal antitrust laws. Transactions that meet specified size thresholds are subject to applicable waiting periods and possible review under the Hart‑Scott‑Rodino Act (the “HSR Act”) by the DOJ or the FTC.
Antitrust and Market Concentration Considerations Beyond compliance with FCC rules governing media ownership, our acquisition of additional radio stations or other businesses could receive scrutiny or challenge under the federal antitrust laws.
Competition We compete for share of our listeners’ time and engagement, a challenging task in today’s fragmented and multi-tasking world.
In doing so, we will seek to create additional revenue opportunities through this platform. Competition We compete for share of our listeners’ time and engagement, a challenging task in today’s fragmented and multitasking world.
We are collectively committed to providing and following all public health and safety laws and rules, including internal policies and procedures. This means carrying out company activities in ways that preserve and promote a clean, safe and healthy environment.
We are collectively committed to providing and following all public health and safety laws and rules, including internal policies and procedures.
For our listeners, events are an opportunity to interact with fellow fans and engage with their favorite artists. For our advertising partners, they are a chance to reach a captivated and highly targeted audience directly tied to our high reach and strong engagement broadcast radio platform.
For our advertising partners, they are a chance to reach a captivated and highly targeted audience directly tied to our high reach and strong engagement broadcast radio platform. 7 They also provide an opportunity to extend into platforms like streaming and television, create ancillary licensing revenue streams, and generate ticket revenue.
Through our portfolio of major award shows, festivals, local live events and virtual events, we intend to continue to find innovative ways to integrate sponsorships and deliver unique advertising moments. In doing so, we will seek to create additional revenue opportunities through this platform.
As with all of our platforms, the data collection from these sources is valuable to both our product creation process and our advertisers. Through our portfolio of major award shows, festivals, local live events and virtual events, we intend to continue to find innovative ways to integrate sponsorships and deliver unique advertising moments.
Compliance with these new laws entails substantial expenses, diverts resources from other initiatives and projects, and could limit the services we are able to offer.
Widespread adoption of this mechanism could materially impact our ability to deliver targeted advertising and generate related revenue. Compliance with these laws entails substantial expense, diverts resources from other initiatives, and may limit the services we can offer.
In addition, we obtain audience behavior information from third-party data providers who represent to us that they are compliant with applicable laws. Outside our consumer-facing businesses, we collect personal information from and about our employees and our business partners.
In addition, we obtain audience behavior information from third-party data providers who represent to us that they are compliant with applicable laws, including notice and consent obligations where required. The collection, use, retention, sharing, and other processing of personal information are increasingly governed by legislation in numerous jurisdictions worldwide.
These licenses periodically come up for renewal, and as a result one or more of our PRO licenses currently are the subject of renewal negotiations. The outcome of these renewal negotiations could impact, and potentially increase, our music license fees.
While we currently hold licenses with all major PROs, these licenses are subject to periodic renewal, which requires us to engage in renegotiation of terms from time-to-time. The outcome of these renewal negotiations could impact, and potentially increase, our music license fees.
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The unification of our many brands across these diverse product offerings under the "iHeartRadio" masterbrand has allowed us to build out new platforms as well as extend into third-party platforms like social media, the metaverse, and television, as well as streaming services.
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In 2025, we launched: • A video podcast partnership with Netflix, making Netflix the exclusive home for video versions of 15 top iHeart podcasts; • A multiplatform partnership with TikTok that included the creation of the TikTok Podcast Network, new co-branded radio programming, and live-event integrations; • Our Guaranteed Human initiative which is a company-wide pro-human, pro-creator authenticity commitment; and • A regional podcasting hub to develop podcast studios and content in Qatar.
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Advertising rates are principally based on the length of the spot and how many people in a targeted audience listen to our stations, as measured by independent ratings services.
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For our listeners, events are an opportunity to interact with fellow fans and engage with their favorite artists.
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In 2024, we launched the iHeart Women's Sports Audio Network, the first-ever audio platform dedicated to women's sports across our broadcast, digital and podcast platforms and we served as the exclusive audio partner for the 2024 Olympic Games, providing 24/7 audio coverage of the games and producing original Olympic podcasts.
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The United States Court of Appeals for the Eighth Circuit rejected appeals of the decision to retain the local radio ownership rule in July 2025. In December 2022, the FCC commenced the 2022 quadrennial review of its broadcast ownership rules and in November 2025, it issued a formal Notice of Proposed Rulemaking in the proceeding.
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They also provide an opportunity to extend into platforms like streaming and television, create ancillary licensing revenue streams, and generate ticket revenue. As with all of our platforms, the data collection from these sources is valuable to both our product creation process and our advertisers.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe regulatory framework for AI technologies is also rapidly evolving as many federal, state and foreign government bodies and agencies have introduced or are currently considering additional laws and regulations relating to AI. Existing laws and regulations may be interpreted in ways that could affect the operation of our AI applications.
Biggest changeFederal, state, and foreign governments and authorities have introduced or are currently considering laws and regulations governing AI. Existing laws and regulations may be interpreted in ways that impact our use of AI, and industry standards and best practices remain unsettled. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.
To the extent necessary to comply with the Communications Act, FCC rules, policies, and orders, and in accordance with our certificate of incorporation, we may request information from any stockholder or proposed stockholder to determine whether such stockholder’s ownership of shares of capital stock may result in a violation of the Communications Act, FCC rules and policies, or any FCC declaratory ruling.
To the extent necessary to comply with the Communications Act and FCC rules, policies, and orders, and in accordance with our certificate of incorporation, we may request information from any stockholder or proposed stockholder to determine whether such stockholder’s ownership of shares of capital stock may result in a violation of the Communications Act, FCC rules and policies, or any FCC declaratory ruling.
All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • risks associated with weak or uncertain global economic 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; and • other factors disclosed in the section entitled “Risk Factors” and elsewhere in this report.
All 26 forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: • risks associated with weak or uncertain global economic 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; and • other factors disclosed in the section entitled “Risk Factors” and elsewhere in this report.
For example: (1) our broadcast radio station websites and our iHeartRadio digital platform collect personal information as users use our services, register for our services, fill out their listener profiles, post comments, participate in polls and contests and sign-up to receive email newsletters; (2) we use tracking technologies, such as “cookies,” to automatically manage and track our listeners’ interactions with us so that we can deliver relevant music content and advertising; (3) we accept credit cards as a method of payment from consumers, business partners and advertisers; and (4) we collect precise location data in limited circumstances about certain of our platform users for analytics, attribution and advertising purposes.
For example: (1) our broadcast radio station websites and our iHeartRadio digital platform collect personal information as users use our services, register for our services, fill out their listener profiles, post comments, participate in polls 21 and contests and sign-up to receive email newsletters; (2) we use tracking technologies, such as “cookies,” to automatically manage and track our listeners’ interactions with us so that we can deliver relevant music content and advertising; (3) we accept credit cards as a method of payment from consumers, business partners and advertisers; and (4) we collect precise location data in limited circumstances about certain of our platform users for analytics, attribution and advertising purposes.
Our ability to sell advertising depends on, among other things: • economic conditions; • national and local demand for radio and digital advertising; • the popularity of our programming; • local and national advertising price fluctuations, which can be affected by the availability of programming and the relative supply of and demand for commercial advertising; • the capability and effectiveness of our sales organization; • our competitors' activities, including increased competition from other advertising-based mediums; 14 • decisions by advertisers to withdraw or delay planned advertising expenditures for any reason; • keeping pace with changes in technology and our competitors; • maintaining and growing our relationships with marketers, agencies, and other demand sources who purchase advertising inventory from us; • continuing to develop and diversify our advertising platform and offerings; and • other factors beyond our control.
Our ability to sell advertising depends on, among other things: • economic conditions; • national and local demand for radio and digital advertising; • the popularity of our programming; • local and national advertising price fluctuations, which can be affected by the availability of programming and the relative supply of and demand for commercial advertising; • the capability and effectiveness of our sales organization; • our competitors' activities, including increased competition from other advertising-based mediums; • decisions by advertisers to withdraw or delay planned advertising expenditures for any reason; • keeping pace with changes in technology and our competitors; • maintaining and growing our relationships with marketers, agencies, and other demand sources who purchase advertising inventory from us; • continuing to develop and diversify our advertising platform and offerings; and • other factors beyond our control.
Federal Trade Commission (“FTC”) or foreign antitrust agencies will not seek to bar us from acquiring or disposing of media and entertainment businesses or impose stringent undertakings on our business as a condition to the completion of an acquisition in any market where we already have a significant position. Further, radio acquisitions are subject to FCC approval.
Federal Trade Commission (“FTC”) or foreign antitrust agencies will not seek to bar 17 us from acquiring or disposing of media and entertainment businesses or impose stringent undertakings on our business as a condition to the completion of an acquisition in any market where we already have a significant position. Further, radio acquisitions are subject to FCC approval.
Our terrestrial radio broadcasting and digital operations face increasing competition from alternative media and entertainment platforms and technologies, such as broadband wireless, satellite radio, television and streaming services, other podcast platforms, internet-based music streaming services, and social media, as well as mobile and other connected devices, such as portable digital audio players, smart phones, wearable devices, tablets, gaming consoles, in-home entertainment and enhanced automotive platforms.
Our terrestrial radio broadcasting and digital operations face increasing competition from alternative media and 15 entertainment platforms and technologies, such as broadband wireless, satellite radio, television and streaming services, other podcast platforms, internet-based music streaming services, and social media, as well as mobile and other connected devices, such as portable digital audio players, smart phones, wearable devices, tablets, gaming consoles, in-home entertainment and enhanced automotive platforms.
Alternatively, if a court were to find these provisions of our certificate of incorporation or bylaws 24 inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
Alternatively, if a court were to find these provisions of our certificate of incorporation or bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
We expect these and other developing rules and regulations to increase both upfront compliance costs and liability exposure in the event of a cyberattack or security incident. 18 Additionally, as we accept debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard (“PCI DSS”), issued by the Payment Card Industry Security Standards Council.
We expect these and other developing rules and regulations to increase both upfront compliance costs and liability exposure in the event of a cyberattack or security incident. Additionally, as we accept debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard (“PCI DSS”), issued by the Payment Card Industry Security Standards Council.
Restructuring activities can create unanticipated consequences and negative impacts on the business, and we cannot be sure that any ongoing or future restructuring efforts will be successful or generate expected cost savings. Risks Related to our Indebtedness Our substantial indebtedness may adversely affect our financial health and operating flexibility.
Restructuring activities can create unanticipated consequences and negative impacts on the business, and we cannot be sure that any ongoing or future restructuring efforts will be successful or generate expected cost savings. 19 Risks Related to our Indebtedness Our substantial indebtedness may adversely affect our financial health and operating flexibility.
Additionally, many of our customers, business partners, and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us. Risks Related to our Class A Common Stock We do not intend to pay dividends on our Class A common stock for the foreseeable future.
Additionally, many of our customers, business partners, and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us. 23 Risks Related to our Class A Common Stock We do not intend to pay dividends on our Class A common stock for the foreseeable future.
Changes to the policies promulgated by these third parties may adversely impact our advertising revenue. For 21 example, Apple has updated its products and services to make it more difficult to track its users and has indicated they may impose additional restrictions in the future and other companies may impose similar restrictions.
Changes to the policies promulgated by these third parties may adversely impact our advertising revenue. For example, Apple has updated its products and services to make it more difficult to track its users and has indicated they may impose additional restrictions in the future and other companies may impose similar restrictions.
Other companies employing new technologies or services could more successfully implement such new technologies or services or otherwise increase competition with our businesses and make our products less competitive in the marketplace. 15 Our business is dependent upon the performance of on-air talent, program hosts, and acquisition of programming.
Other companies employing new technologies or services could more successfully implement such new technologies or services or otherwise increase competition with our businesses and make our products less competitive in the marketplace. Our business is dependent upon the performance of on-air talent, program hosts, and acquisition of programming.
Such transactions must comply with the Communications Act and FCC regulatory requirements and policies. The FCC’s media ownership rules remain subject to ongoing agency and court proceedings. Future changes could restrict our ability to dispose of or acquire new radio assets or businesses.
Such transactions must comply with the Communications Act and FCC regulatory requirements and policies. The FCC’s media ownership rules remain subject to ongoing agency proceedings. Future changes could restrict our ability to dispose of or acquire new radio assets or businesses.
Under the FCC’s rules, discrete ownership interests under common ownership, management, or control must be aggregated to determine whether or not an interest is “attributable.” Our certificate of incorporation grants us broad authority to comply with FCC Regulations.
Under the FCC’s rules, discrete ownership interests under common ownership, management, or control must be aggregated to determine whether or not an interest is “attributable.” 25 Our certificate of incorporation grants us broad authority to comply with FCC Regulations.
Competition for these individuals is intense and many of our key employees are at-will employees who are under no obligation to remain with us, and may decide to leave for a variety of personal or other reasons beyond our control.
Competition for these individuals is intense and many of our key employees are at-will employees who are under no obligation to remain with us, and may decide to leave for a variety of 16 personal or other reasons beyond our control.
We have received, and may receive in the future, letters of inquiry and other notifications from the FCC concerning compliance with the Communications Act and FCC rules, 20 and we cannot predict the outcome of any outstanding or future letters of inquiry and notifications from the FCC or the nature or extent of future FCC enforcement actions.
We have received, and may receive in the future, letters of inquiry and other notifications from the FCC concerning compliance with the Communications Act and FCC rules, and we cannot predict the outcome of any outstanding or future letters of inquiry and notifications from the FCC or the nature or extent of future FCC enforcement actions.
Such an increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations.
Any such increase in operating expenses, as well as any actual or perceived failure to comply with such laws and regulations, could adversely affect our business, financial condition and results of operations.
Our subsidiaries conduct all of our consolidated 23 operations and own substantially all of our consolidated assets. As a result, we must rely on dividends and other advances, distributions and transfers of funds from our subsidiaries to meet our obligations.
Our subsidiaries conduct all of our consolidated operations and own substantially all of our consolidated assets. As a result, we must rely on dividends and other advances, distributions and transfers of funds from our subsidiaries to meet our obligations.
Similarly, we cannot guarantee strict adherence to standard recommendations, and our disclosures based on any standards may change due to revisions in framework or legal requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 26
Similarly, we cannot guarantee strict adherence to standard recommendations, and our disclosures based on any standards may change due to revisions in framework or legal requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 27
Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising. Macroeconomic uncertainty continued to impact our advertising revenues during the year ended December 31, 2024. This impact in advertising revenues has had an adverse effect on our profit margins, cash flow and liquidity.
Periods of a slowing economy or recession, or periods of economic uncertainty, may be accompanied by a decrease in advertising. Macroeconomic uncertainty continued to impact our advertising revenues during the year ended December 31, 2025. This impact in advertising revenues has had an adverse effect on our profit margins, cash flow and liquidity.
Increasingly, different stakeholder groups have divergent (or conflicting) views on ESG matters, which increases the risk that any action, or lack thereof, with respect to ESG matters will be perceived negatively by at least some stakeholders and adversely impact our reputation and business.
Stakeholder expectations vary and, increasingly different stakeholder groups have divergent (or conflicting) views on ESG matters, which increases the risk that any action, or lack thereof, with respect to ESG matters will be perceived negatively by at least some stakeholders and adversely impact our reputation and business.
We may also be required to notify affected individuals and authorities in the event of a personal information breach.
We may also be required to 18 notify affected individuals and authorities in the event of a personal information breach.
As such, such information may not, and should not be interpreted as necessarily being, “material”; any references to “materiality” in the context of such discussions and any related assessment of ESG “materiality” may differ from the definition of “materiality” under the federal securities laws for SEC reporting purposes.
As such, such information may not, and should not be interpreted as necessarily being, “material”; any references to “materiality” in the context of such discussions and any related assessment of sustainability “materiality” may differ from the definition of “materiality” under the federal securities laws for SEC reporting purposes.
Additionally, our discussion of certain ESG assessments, goals and related issues in this or other disclosures is informed by various ESG standards and frameworks (including standards for the measurement of underlying data) and the interests of various stakeholders.
Additionally, our discussion of certain sustainability assessments, goals and related issues in this or other disclosures is informed by various sustainability standards and frameworks (including standards for the measurement of underlying data) and the interests of various stakeholders.
Legislation and certain ongoing litigation and royalty audits may require us to pay additional royalties, including to additional parties such as record labels or recording artists. We currently pay royalties to composers and music publishers, including through BMI, ASCAP, SESAC and GMR. We also pay royalties to record companies and their representative, SoundExchange, for digital music transmissions.
Legislation and royalty audits may require us to pay additional royalties, including to additional parties such as record labels or recording artists. We currently pay royalties to composers and music publishers, including through BMI, ASCAP, SESAC and GMR. We also pay royalties to record companies and their representative, SoundExchange, for digital music transmissions.
In the event a domestic or EU/UK regulator or court were to determine we had not adequately complied with the security requirements under state privacy laws, the EU/UK General Data Protection Regulation (“GDPR”), and/or other data privacy, cybersecurity, consumer protection or related rules or regulations, we may be subject to regulatory and litigation proceedings, financial fines and penalties, injunctive requirements that negatively affect our business model, and/or costly remediation requirements.
In the event a regulator or court were to determine we had not adequately complied with the security requirements under U.S. state privacy laws, the EU/UK General Data Protection Regulation (“GDPR”), and/or other international, federal, or state data privacy, cybersecurity, consumer protection or related rules or regulations, we may be subject to regulatory and litigation proceedings, financial fines and penalties, injunctive requirements that negatively affect our business model, and/or costly remediation requirements.
Certain factors that could adversely affect our financial performance by, among other things, decreasing overall revenues, the numbers of advertising customers, advertising fees or profit margins, include: • unfavorable fluctuations in operating costs, which we may be unwilling or unable to pass through to our customers; • our inability to successfully adopt or our being late in adopting technological changes and innovations that 16 offer more attractive advertising or listening alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance; • a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance; • the impact of potential new or increased royalties or license fees charged for terrestrial radio broadcasting or the provision of our digital services, which could materially increase our expenses; • technological developments, including new uses for generative AI; • unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets where we have a smaller presence or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective; • continued dislocation of advertising agency operations from new technologies and media buying trends; • adverse political effects and acts or threats of terrorism or military conflicts; • natural catastrophes such as earthquakes, hurricanes, tornados, wildfires, and floods, which could damage our facilities, interrupt our services and harm our business; and • unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract key employees.
Certain factors that could adversely affect our financial performance by, among other things, decreasing overall revenues, the numbers of advertising customers, advertising fees or profit margins, include: • unfavorable fluctuations in operating costs, which we may be unwilling or unable to pass through to our customers; • our inability to successfully adopt or our being late in adopting technological changes and innovations that offer more attractive advertising or listening alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance; • a loss of advertising customers or lower advertising rates, which could have a material adverse effect on our operating results and financial performance; • the impact of potential new or increased royalties or license fees charged for terrestrial radio broadcasting or the provision of our digital services, which could materially increase our expenses; • technological developments, including new uses for generative AI; • unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets where we have a smaller presence or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective; • continued dislocation of advertising agency operations from new technologies and media buying trends; • adverse political effects and acts or threats of terrorism or military conflicts; • natural catastrophes such as earthquakes, hurricanes, tornados, wildfires, and floods, which could damage our facilities, interrupt our services and harm our business (including to the extent climate change increases the frequency or intensity of such events, or results in chronic changes to meteorological or hydrological patterns that pose similar risks); and • unfavorable changes in labor conditions, which may impair our ability to operate or require us to spend more to retain and attract key employees.
The outcome of this proceeding may result in an increase to our licensing costs. From time-to-time, SoundExchange and various record labels and other music licensors notify us that certain calendar years are subject to routine audits of the royalty payments that we make to them in connection with our various uses of music.
The outcome of these proceedings may result in an increase to our licensing costs. From time-to-time, SoundExchange and various record labels and other music licensors notify us that certain calendar years are subject to routine audits of the royalty payments that we make to them in connection with our various uses of music.
For example, the California Consumer Privacy Act and California Privacy Rights Act provide a private right of action to individuals and statutory damages for certain types of data breaches, and the GDPR provides potential fines up to EUR 20 million or 4% of worldwide annual turnover of the preceding financial year, whichever is greater.
For example, the California Consumer Privacy Act provides for per-violation fines, as well as a private right of action to individuals and statutory damages for certain types of data breaches, and the GDPR provides potential fines up to EUR 20 million or 4% of worldwide annual turnover of the preceding financial year, whichever is greater.
Environmental, health, safety and land use laws and regulations may limit or restrict some of our operations. As the current or former owner or operator of various real properties and facilities, we must comply with various foreign, federal, state and local environmental, health, safety and land use laws and regulations.
As the current or former owner or operator of various real properties and facilities, we must comply with various foreign, federal, state and local environmental, health, safety and land use laws and regulations.
New consumer rights, including the right for consumers to opt-out of targeted advertising and the sale of their personal information, to prevent the "sharing" of their personal information for cross-context behavioral advertising, or to have their personal information deleted could lead to a depletion of our consumer database.
New consumer rights, including the right for consumers to opt out of the use or sharing of their personal information for targeted advertising purposes, to opt out of the sale of their personal information, or to have their personal information deleted could lead to a depletion of our consumer database.
Such new consumer rights and restrictions on our use of consumer data could limit our ability to provide customized music content to our listeners, interact directly with our listeners and consumers and offer targeted advertising opportunities to our business partners and advertisers.
Such new consumer rights and restrictions on our use of consumer data could limit our ability to provide customized music content to our listeners, interact directly with our listeners and consumers and offer targeted advertising opportunities to our business partners and advertisers and otherwise hinder our ability to grow our business by extracting value from our data assets.
Our certificate of incorporation designates the Court of Chancery of the State of Delaware, subject to certain exceptions, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders and our bylaws designate the federal district courts of the United States as the exclusive forum for actions arising under the Securities Act of 1933, as amended, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
The existence of these provisions could negatively affect the price of our common stock and limit opportunities for you to realize value in a corporate transaction. 24 Our certificate of incorporation designates the Court of Chancery of the State of Delaware, subject to certain exceptions, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders and our bylaws designate the federal district courts of the United States as the exclusive forum for actions arising under the Securities Act of 1933, as amended, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
A breach of any of these covenants could result in a default under our debt agreements and the exercise of remedies by the lenders thereunder. In addition, we may be able to incur additional indebtedness in the future. To the extent we incur additional indebtedness, the risks associated with our leverage described above would increase.
A breach of any of these covenants could result in a default under our debt agreements and the exercise of remedies by the lenders thereunder. In addition, we may be able to incur additional indebtedness in the future.
Our subsidiary, iHeartCommunications currently has a $450.0 million undrawn senior secured asset-based revolving credit facility that matures in 2027, approximately $4.7 billion in principal amount of secured debt, of which approximately $21.7 million matures in 2025, approximately $28.2 million matures in 2026, approximately $21.6 million matures in 2027, 19 approximately $298.4 million matures in 2028, approximately $2.8 billion matures in 2029, and approximately $1.5 billion has various subsequent maturity dates, and approximately $126.0 million in principal amount of unsecured debt, of which approximately $0.8 million matures in 2025, approximately $45.1 million matures in 2026, approximately $79.8 million matures in 2027 and approximately $0.2 million matures in 2028.
Our subsidiary, iHeartCommunications currently has a $450.0 million senior secured asset-based revolving credit facility with $50.0 million outstanding that matures in 2027, approximately $4.7 billion in principal amount of secured debt, of which approximately $28.2 million matures in 2026, approximately $71.5 million matures in 2027, approximately $298.4 million matures in 2028, approximately $2.8 billion matures in 2029, approximately $1.3 billion matures in 2030, and approximately $180.8 million has various subsequent maturity dates, and approximately $125.2 million in principal amount of unsecured debt, of which approximately $45.2 million matures in 2026, approximately $79.8 million matures in 2027, and approximately $0.2 million matures in 2028.
See Regulation of our Business in Part I, Item 1, Business, included elsewhere in this Annual Report on Form 10-K. 17 If we or our third-party providers fail to protect confidential information and/or experience data security incidents, we could lose valuable information, suffer disruptions to our business, and/or incur material expenses and liabilities in the investigation and remediation of such incidents, as well as damages to our relationships with listeners, consumers, business partners, employees and advertisers, which would materially adversely affect our business, results of operations, and financial condition .
If we or our third-party providers fail to protect confidential information and/or experience data security incidents, we could lose valuable information, suffer disruptions to our business, and/or incur material expenses and liabilities in the investigation and remediation of such incidents, as well as damages to our relationships with listeners, consumers, business partners, employees and advertisers, which would materially adversely affect our business, results of operations, and financial condition.
In addition, the rates for the royalties that we pay to SoundExchange for certain types of digital music transmissions are the subject of a pending rate-setting proceeding before the Copyright Royalty Board that will determine statutory rates and terms for the public performance and ephemeral reproduction of sound recordings by various non-interactive webcasters, including us, for the period from January 1, 2026 to December 31, 2030.
In addition, the rates for the royalties that we pay to SoundExchange for certain types of digital music transmissions are periodically the subject of rate-setting proceedings before the Copyright Royalty Board to determine statutory rates and terms for the public performance and ephemeral reproduction of sound recordings by various non-interactive webcasters, including us.
These requirements are not always uniform across jurisdictions, and combined with other stakeholder expectations, will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor.
These requirements are not always uniform across jurisdictions, and other policymakers have sought to constrain companies' consideration of such matters. Both of these developments, particularly when combined with other stakeholder expectations, will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor.
While we have engaged, and expect to continue to engage in, certain voluntary initiatives (such as voluntary disclosures, certifications, and/or goals) to improve the ESG profile of our company and/or products or respond to stakeholder concerns, such initiatives may be costly and may not have the desired effect.
While we have engaged, and expect to continue to engage in, certain voluntary initiatives (such as voluntary disclosures, certifications, and/or goals) to address sustainability matters or respond to stakeholder concerns, such initiatives may be costly and may not have the desired effect.
Companies across industries are facing increasing scrutiny from a variety of stakeholders, including policymakers, related to their sustainability or environmental, social, and governance (“ESG”) practices, such as climate change and human capital, among others.
We are subject to a series of risks regarding scrutiny and regulation of environmental, social, and governance matters. Companies across industries continue to face scrutiny from a variety of stakeholders, including government officials and other policymakers, related to their sustainability or environmental, social, and governance (“ESG”) practices, such as climate change and human capital, among others.
Moreover, it is possible that our licensing fees and negotiating costs associated with obtaining rights to use musical compositions and sound recordings in our programming could materially increase as a result of private negotiations, one or more rate-setting processes, or administrative and court decisions.
Moreover, our licensing fees and related costs for rights to use musical compositions and sound recordings in our programming could materially increase as a result of private negotiations, rate-setting processes, or administrative and judicial decisions.
However, additional laws or other requirements which may be passed in the future, or a finding of a violation of or liability under existing laws or other requirements, could require us to make significant expenditures and otherwise limit or restrict some of our operations. 22 We may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services.
However, additional laws or other requirements which may be passed in the future, or a finding of a violation of or liability under existing laws or other requirements, could require us to make significant expenditures and otherwise limit or restrict some of our operations.
We have taken material impairment charges in recent periods and if future results are not consistent with our assumptions and estimates, including as a result of increased economic uncertainty or deterioration in economic conditions, we may be exposed to impairment charges in the future.
We have taken material impairment charges in recent periods and if future results are not consistent with our assumptions and estimates, including as a result of increased economic uncertainty or deterioration in economic conditions, we may be exposed to impairment charges in the future. 14 The success of our business is dependent upon advertising revenues, which are seasonal, cyclical, and may fluctuate as a result of a number of factors, some of which are beyond our control.
You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. 25 These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” "commit," “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “commit,” “believe,” “may,” “will,” “should,” “can have,” “dedicated to,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.
We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business. If any of these events were to occur, our operations and financial condition could be materially adversely affected.
We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business.
Unfavorable perceptions of our ESG performance could negatively impact our business, whether from a reputational perspective, through a reduction in interest in purchasing our stock or products, issues in attracting/retaining employees, customers and business partners, or otherwise. Simultaneously, there are efforts by some stakeholders to reduce companies’ efforts on certain ESG-related matters.
Unfavorable perceptions of our approach to or performance regarding such matters could negatively impact our business, whether from a reputational perspective, through a reduction in interest in purchasing our stock or products, issues in attracting/retaining employees, customers and business partners, or otherwise.
FORWARD-LOOKING STATEMENTS This report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this report are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business.
All statements other than statements of historical fact included in this report are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.
In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate risks and events, when detected by security tools or third parties, may not always be immediately understood or acted upon. Cyberattacks that disrupt or result in unauthorized access to third party IT Systems can materially impact our operations and financial results.
In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate risks and events and, when detected by security tools or third parties, risks and events may not always be immediately understood or acted upon.
Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.
Our competitors or other third parties may adopt AI more quickly or more effectively than we do, which could impair our ability to compete and negatively impact our results of operations.
Additionally, if the content, analyses, search results or recommendations that AI applications assist in producing are, or are alleged to be, deficient, inaccurate, or biased, our business, reputation, financial condition, and results of operations could be adversely affected. The use of AI applications may result in cybersecurity incidents that implicate the personal data of consumers.
Additionally, if our AI-generated content, analyses, search results, or recommendations are, or are alleged to be, inaccurate, biased, infringing, harmful, or otherwise deficient, our business, reputation, financial condition, and results of operations could be adversely affected.
The FCC has issued declaratory rulings that permit us to be up to 100% foreign-owned and specifically approve certain of our foreign shareholders, subject to certain conditions.
The FCC has issued declaratory rulings that permit us to be up to 100% foreign-owned and specifically approve certain of our foreign shareholders, subject to certain conditions. We also have pending a petition for declaratory ruling seeking approval for one of our existing, approved foreign investors to reorganize its ownership interest.
The nature of our business could expose us to claims or public criticism related to defamation, illegal content, misinformation, and content regulation. We could incur costs investigating and defending any such claims. In addition, some stakeholders may disagree with content provided through our services, and negative public criticism of this content could damage our reputation and brands.
We may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services. The nature of our business could expose us to claims or public criticism related to defamation, illegal content, misinformation, and content regulation. We could incur costs investigating and defending any such claims.
The rapid evolution of AI will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.
In addition, the rapid evolution of AI will require significant resources to develop, test and maintain our platforms, offerings, services, and features to help us ensure responsible implementation and to minimize unintended, harmful impacts. The legal and regulatory framework for AI technologies is also evolving rapidly.
For example, the FCC could impact our profitability by imposing large fines on us if, in response to pending or future complaints, it finds that we violated FCC regulations. The FCC’s enforcement priorities are subject to change, and we cannot predict which areas of legal compliance the FCC will focus on in the future.
The domestic radio industry is heavily regulated by federal laws and regulations of several agencies, including the FCC. For example, the FCC could impact our profitability by imposing large fines on us if, in response to pending or future complaints, it finds that we violated FCC regulations.
Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur material costs or otherwise adversely impact our business.
Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including legislation, regulation, media campaigns and litigation, to advance their perspectives.
Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations. AI also presents emerging ethical issues, such as the proper use of copyrighted material with AI applications, and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.
AI also raises emerging ethical and legal challenges, including issues related to the use of copyrighted material and potential violations of name, image, and likeness rights. If our use of AI becomes controversial, we could face brand or reputational harm, competitive disadvantage, or legal liability.
We use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.
We use artificial intelligence ("AI") in our business, and challenges in managing its use could result in reputational harm, competitive disadvantage, legal liability, and adverse effects on our results of operations. AI solutions are increasingly integrated into our business operations and are expected to become even more important to our operations over time.
As of February 24, 2025, we had 125,991,823 shares of Class A common stock, 21,187,567 shares of Class B common stock and 5,039,323 Special Warrants outstanding.
As of February 25, 2026, we had 129,552,146 shares of Class A common stock, 21,090,196 shares of Class B common stock and 5,038,369 Special Warrants outstanding.
If we incur material costs, liability, or negative consumer reaction as a result of these occurrences, our business, financial condition and operating results could be adversely impacted. We are subject to a series of risks regarding scrutiny and regulation of environmental, social, and governance matters.
In addition, some stakeholders may disagree with content provided through our services, and negative public criticism of this content could damage our reputation and brands. If we incur material costs, liability, or negative consumer reaction as a result of these occurrences, our business, financial condition and operating results could be adversely impacted.
Regulatory, Legislative and Litigation Risks Extensive current government regulation, and future regulation, may limit our radio broadcasting and other operations or adversely affect our business and financial results. The domestic radio industry is heavily regulated by federal laws and regulations of several agencies, including the FCC.
To the extent we incur additional indebtedness, the risks associated with our leverage described above would increase. 20 Regulatory, Legislative and Litigation Risks Extensive current government regulation, and future regulation, may limit our radio broadcasting and other operations or adversely affect our business and financial results.
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The success of our business is dependent upon advertising revenues, which are seasonal, cyclical, and may fluctuate as a result of a number of factors, some of which are beyond our control. Our main source of revenue is the sale of advertising.
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Our main source of revenue is the sale of advertising.
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We use artificial intelligence (“AI”) solutions in our business operations and these applications and our future use of AI in our business may become increasingly important to our operations over time.
Added
See Regulation of our Business in Part I, Item 1, Business, included elsewhere in this Annual Report on Form 10-K.
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As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations.
Added
Cyberattacks that disrupt or result in unauthorized access to third party IT Systems can materially impact our operations and financial results.
Removed
The cost to comply with such laws, regulations, or decisions and/or guidance interpreting existing laws, could be significant and would increase our operating expenses (such as by imposing additional reporting obligations regarding our use of AI applications and technologies).
Added
We cannot predict the impact that future laws, regulations, standards, or market expectations may have on our business. Compliance costs could be significant and may increase our operating expenses, including through imposing additional AI reporting obligations.
Removed
For example, we are involved in negotiations with one or more performing rights organizations related to royalty payments for the public performance of musical compositions, the outcome of which could cause us to owe increased royalty payments and adversely impact our business.
Added
The FCC’s enforcement priorities are subject to change, and we cannot predict which areas of legal compliance the FCC will focus on in the future.
Removed
Furthermore, there is no guarantee that applicable direct licenses will be renewed in the future or that such licenses will be available on the same economic terms associated with the current licenses.
Added
While we are not currently engaged in active negotiations with major performing rights organizations, our existing agreements have limited durations, and future negotiations could result in significantly higher royalty obligations. In addition, there is no assurance that direct licenses will be renewed or that future licenses will be available on terms comparable to those under our current agreements.
Removed
For example, various groups produce ESG scores or ratings based at least in part on a company’s ESG disclosures, and certain market participants, including institutional investors and capital providers, use such ratings to assess companies’ ESG profiles.
Added
In some cases, these requirements may be either unclear in their interpretation and application or they may have inconsistent or conflicting requirements with each other. Further, there has been a substantial increase in legislative activity and regulatory focus on data privacy and security in the United States and elsewhere, including in relation to cybersecurity incidents .
Removed
Expectations around company’s management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control.
Added
If any of these events were to occur, our operations and financial condition could be materially adversely affected. 22 Environmental, health, safety and land use laws and regulations may limit or restrict some of our operations.
Removed
The existence of these provisions could negatively affect the price of our common stock and limit opportunities for you to realize value in a corporate transaction.
Added
As with other companies, our approach to such matters is expected to continue to evolve over time, and we cannot guarantee that our approach will align with the preferences or expectations of any particular stakeholder.
Added
To the extent we are subject to such activism, it may require us to incur material costs and any failure to successfully navigate such stakeholder expectations may harm our reputation, including our relationships with various stakeholders, or result in other adverse impacts.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • cybersecurity awareness training of our employees, incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for certain service providers, suppliers, and vendors.
Biggest changeKey elements of our cybersecurity risk management program include but are not limited to the following: • risk assessments designed to help identify material risks from cybersecurity threats to our critical systems and information; • a written information security program detailing the technical, administrative, and physical safeguards we use to protect our information and information systems; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes; • cybersecurity awareness training of our employees, including incident response personnel, and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for key service providers, based on our assessment of their criticality to our operations and respective risk profile.
The Board and the Audit Committee receive updates from management at least annually on information security matters, including our cybersecurity risks. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity.
The Board and the Audit Committee receive updates from management at least annually on information security matters, including our cybersecurity risks. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the Board regarding its activities, including those related to cybersecurity.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Our cybersecurity risk management program is integrated into our overall risk management program, and shares common methodologies, reporting channels and governance processes that apply across the risk management program to other legal, compliance, strategic, operational, and financial risk areas.
The full Board also receives briefings from management on our cyber risk management program. Board members receive presentations on cybersecurity topics from our Chief Information Security Officer (“CISO”), internal security staff and/or external experts as part of the Board’s continuing education on topics that impact public companies.
The Board also receives briefings from management on our cyber risk management program. Board members receive presentations on 28 cybersecurity topics from our Chief Information Security Officer (“CISO”), internal security staff and/or external experts as part of the Board’s continuing education on topics that impact public companies.
And events, when detected by security tools or third parties, may not always be immediately understood or acted upon. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
And events, when detected by security tools or third parties, may not always be immediately understood or acted upon. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
Our management team supervises efforts to identify, prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Our management team takes steps to stay informed about and monitor efforts to identify, prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment.
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST Cybersecurity Framework as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
We design and assess our program based on the National Institute of Standards and Technology ("NIST") Cybersecurity Framework. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST Cybersecurity Framework as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Our management team, including our CISO, Chief Financial Officer, and General Counsel, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity 27 consultants.
Our management team, including our CISO, Chief Financial Officer, and Chief Legal Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises our internal cybersecurity personnel and oversees our third-party cybersecurity service providers.
ITEM 1C. CYBERSECURITY Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan. We design and assess our program based on the National Institute of Standards and Technology ("NIST") Cybersecurity Framework.
ITEM 1C. CYBERSECURITY Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.
Our management team’s experience includes a combined 30 years of experience in cybersecurity and risk management. Our CISO holds the CRISC, CISA, CDPSE, and PMP industry certifications.
Our CISO has 25 years of cybersecurity experience, holds multiple industry recognized certifications, including CRISC, CISA, CDPSE, and PMP and serves on external cybersecurity advisory boards.
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During the past year, we enhanced our cybersecurity risk management program through the implementation of additional security controls and tools designed to strengthen data protection, email security, and user access to web-based resources. These enhancements were made as part of our ongoing efforts to assess and improve our security posture.
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We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
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Our Chief Financial Officer has over 20 years of experience through direct oversight of enterprise risk management and financial operations including oversight of technology‑driven financial controls, experience evaluating cybersecurity investments, and exposure to incident response processes.
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Our Chief Legal Officer has over 20 years of experience advising on cybersecurity, data governance, and regulatory compliance matters including oversight of cybersecurity legal, regulatory compliance, and Board‑level reporting on cybersecurity matters.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeBressler 67 President, Chief Operating Officer, Chief Financial Officer and Director Same Brad Gerstner 53 Director Chief Executive Officer and Chief Investment Officer of Altimeter Capital Management, LP, a technology focused investment firm Cheryl Mills 60 Director Founder and Chief Executive Officer of the BlackIvy Group LLC, a private holding company that builds and operates businesses in Sub-Saharan Africa Graciela Monteagudo 58 Director Former Chief Executive Officer of LALA U.S., a producer and distributor of dairy-based products James A.
Biggest changeMcGuinness 49 Chief Financial Officer Same David Hillman 57 Executive Vice President, Chief Legal Officer and Secretary Same Robert Millard 75 Director Director of Evercore, an international investment bank, and co-founder and Lead Director of L3 Technologies, a major defense technology company Cheryl Mills 61 Director Founder and Chief Executive Officer of the BlackIvy Group LLC, a private holding company that builds and operates businesses in Sub-Saharan Africa Graciela Monteagudo 59 Director Former Chief Executive Officer of LALA U.S., a producer and distributor of dairy-based products James A.
Rasulo 69 Director Former Chief Financial Officer and Senior Executive Vice President at Walt Disney Company, a global mass media and entertainment conglomerate Kamakshi Sivaramakrishnan 49 Director Senior Director of Product Management of Snowflake Inc., a cloud-based data storage company Samuel E.
Rasulo 70 Director Former Chief Financial Officer and Senior Executive Vice President at The Walt Disney Company, a global mass media and entertainment conglomerate Kamakshi Sivaramakrishnan 50 Director Senior Director of Product Management of Snowflake Inc., a cloud-based data storage company Samuel E.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 28 INFORMATION ABOUT OUR DIRECTORS & EXECUTIVE OFFICERS The following information with respect to our Board of Directors (the "Board") and executive officers is presented as of February 27, 2025: Name Age Position at iHeartMedia Principal Employment Robert W. Pittman 71 Chairman and Chief Executive Officer Same Richard J.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 29 INFORMATION ABOUT OUR DIRECTORS & EXECUTIVE OFFICERS The following information with respect to our Board of Directors (the "Board") and executive officers is presented as of March 2, 2026: Name Age Position at iHeartMedia Principal Employment Robert W. Pittman 72 Chairman and Chief Executive Officer Same Richard J.
Englebardt 47 Director Co-founder and Partner at Galaxy Digital, a digital asset financial services company, and Founding General Partner of Galaxy Interactive, a venture capital firm Michael B. McGuinness 48 Executive Vice President – Finance, Deputy Chief Financial Officer and Head of Investor Relations Same Scott D.
Englebardt 48 Director Co-founder and Partner at Galaxy Digital, a digital asset financial services company, and Founding General Partner of Galaxy Interactive, a venture capital firm 30 PART II
Removed
Hamilton 55 Senior Vice President, Chief Accounting Officer and Assistant Secretary Same Jordan R. Fasbender 42 Executive Vice President, General Counsel and Secretary Same 29 PART II
Added
Bressler 68 President, Chief Operating Officer, and Director Same Michael B.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAudacy, Inc. filed for bankruptcy and became a private company in 2024 and therefore is no longer included in our peer group. 31 Purchases of Equity Securities The following table sets forth the purchases made during the quarter ended December 31, 2024 by or on behalf of us or an affiliated purchaser of shares of our Class A common stock registered pursuant to Section 12 of the Exchange Act: Period Total Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31 8,662 $ 2.01 — $ — November 1 through November 30 1,861 2.23 — — December 1 through December 31 8,820 2.07 — — Total 19,343 $ 2.07 — $ — (1) The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended December 31, 2024 to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs. 32 ITEM 6. [Reserved] 33
Biggest changeIndexed Stock Price Close (Price Adjusted for Stock Splits and Dividends) Source: Yahoo Finance 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 iHeartMedia, Inc. 1,000 1,621 472 206 153 320 Peer Group Index (1) 1,000 1,191 768 711 265 181 Nasdaq Stock Market Index 1,000 1,214 812 1,165 1,498 1,803 (1) We have constructed a peer group index comprised of other radio companies that includes Cumulus Media, Beasley Broadcast Group, and Sirius Holdings. 32 Purchases of Equity Securities The following table sets forth the purchases made during the quarter ended December 31, 2025 by or on behalf of us or an affiliated purchaser of shares of our Class A common stock registered pursuant to Section 12 of the Exchange Act: Period Total Number of Shares Purchased (1) Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs October 1 through October 31 2,602 $ 2.09 — $ — November 1 through November 30 591 4.07 — — December 1 through December 31 2,053 4.27 — — Total 5,246 $ 3.17 — $ — (1) The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended December 31, 2025 to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs. 33 ITEM 6. [Reserved] 34
Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant. 30 Stock Performance Graph The following graph provides a comparison of the cumulative total returns, adjusted for any stock splits and dividends, for iHeartMedia, Inc., our Radio Index* and the Nasdaq Stock Market Index for the period from December 31, 2019 through December 31, 2024.
Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant. 31 Stock Performance Graph The following graph provides a comparison of the cumulative total returns, adjusted for any stock splits and dividends, for iHeartMedia, Inc., our Radio Index* and the Nasdaq Stock Market Index for the period from December 31, 2020 through December 31, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Shares of our Class A common stock are quoted for trading on the Nasdaq Global Select Market ("Nasdaq") under the symbol “IHRT.” There were 363 stockholders of record of our Class A common stock as of February 24, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Shares of our Class A common stock are quoted for trading on the Nasdaq Global Select Market ("Nasdaq") under the symbol “IHRT.” There were 333 stockholders of record of our Class A common stock as of February 25, 2026.
There were 26 stockholders of record of our Class B common stock as of February 24, 2025. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
There were 23 stockholders of record of our Class B common stock as of February 25, 2026. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies. There is no established public trading market for our Class B common stock. There were 21,187,567 shares of our Class B common stock outstanding on February 24, 2025.
This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies. There is no established public trading market for our Class B common stock. There were 21,090,196 shares of our Class B common stock outstanding on February 25, 2026.
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. There were 5,039,323 Special Warrants outstanding on February 24, 2025.
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. There were 5,038,369 Special Warrants outstanding on February 25, 2026.
Removed
Indexed Stock Price Close (Price Adjusted for Stock Splits and Dividends) Source: Yahoo Finance 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 iHeartMedia, Inc. 1,000 768 1,245 363 158 117 Peer Group Index (1) 1,000 626 721 508 473 182 Nasdaq Stock Market Index 1,000 1,436 1,744 1,166 1,673 2,152 (1) We have constructed a peer group index comprised of other radio companies that includes Cumulus Media, Beasley Broadcast Group, and Sirius Holdings.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

76 edited+31 added−25 removed72 unchanged
Biggest changeWe had the following debt outstanding, net of cash and cash equivalents: (In thousands) December 31, 2024 2023 Asset-based Revolving Credit Facility due 2027 (1) $ — $ — Term Loan Facility due 2026 (2) 5,095 1,864,032 Incremental Term Loan Facility due 2026 (2) 1,500 401,220 Term Loan Facility due 2029 (2) 2,145,724 — 6.375% Senior Notes due 2026 (2)(3) 44,644 800,000 5.25% Senior Notes due 2027 (2)(3) 6,983 750,000 8.375% Senior Unsecured Notes due 2027 (2) 72,388 916,357 4.75% Senior Secured Notes due 2028 (2) 276,868 500,000 9.125% First Lien Notes due 2029 (2) 717,588 — 7.75% First Lien Notes due 2030 (2) 661,285 — 7.00% First Lien Notes due 2031 (2) 178,443 — 10.875% Second Lien Notes due 2030 (2) 675,165 — Other subsidiary debt 5,008 3,367 Original issue discount (4,247) (7,558) Long-term debt fees (8,974) (12,268) Debt Premium (4) 293,999 — Total Debt $ 5,071,469 $ 5,215,150 Less: Debt Premium 293,999 — Less: Cash and cash equivalents 259,580 346,382 Net Debt (5) $ 4,517,890 $ 4,868,768 (1) On November 6, 2024, we amended the ABL Credit Agreement providing for the ABL Facility, which, among other things, increased the applicable rate with respect to the loans provided thereunder by 0.50% and amended certain of the covenants and default provisions.
Biggest changeWe use total available liquidity to evaluate our capacity to access cash to meet obligations and fund operations. 47 Sources of Capital As of December 31, 2025 and 2024, we had the following debt outstanding: (In thousands) December 31, 2025 2024 Asset-based Revolving Credit Facility due 2027 (1) $ 50,000 $ — Term Loan Facility due 2026 5,095 5,095 Incremental Term Loan Facility due 2026 1,500 1,500 Term Loan Facility due 2029 (2) 2,124,267 2,145,724 6.375% Senior Notes due 2026 44,644 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 3,934 5,008 Long-term debt fees (7,220) (8,974) Debt Premium (3) 242,151 289,752 Total Debt $ 5,053,091 $ 5,071,469 Less: Debt Premium 242,151 289,752 Less: Cash and cash equivalents 270,921 259,580 Net Debt (4) $ 4,540,019 $ 4,522,137 (1) During the quarter ended December 31, 2025, iHeartCommunications repaid $50.0 million of the outstanding $100.0 million previously borrowed under the ABL Facility during 2025.
See Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill , to our consolidated financial statements located in Part II, Item 8 of this Annual Report on Form 10-K for more information. We perform our annual impairment test on our goodwill and FCC licenses as of July 1 of each year.
We perform our annual impairment test on our goodwill and FCC licenses as of July 1 of each year. See Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill , to our consolidated financial statements located in Part II, Item 8 of this Annual Report on Form 10-K for more information.
Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Income tax benefit, Interest expense, net, Depreciation and amortization, (Gain) loss on investments, net, (Gain) loss on extinguishment of debt and exchange costs, Other expense, net, Equity in loss of nonconsolidated affiliates, Impairment charges, Other operating expense, net, Share-based compensation expense, and restructuring expenses.
Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Income tax benefit, Interest expense, net, Depreciation and amortization, (Gain) loss on investments, net, Loss on extinguishment of debt and exchange costs, Other (income) expense, net, Equity in loss of nonconsolidated affiliates, Impairment charges, Other operating expense, net, Share-based compensation expense, and restructuring expenses.
(4) The difference between the carrying value of the exchanged 5.25% Senior Secured 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.
(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.
Dividends Holders of shares of our Class A common stock are entitled to receive dividends, on a per share basis, when and if declared by our Board out of funds legally available therefor and whenever any dividend is made on the shares of our Class B common stock subject to certain exceptions set forth in our certificate.
Dividends Holders of shares of our Class A common stock are entitled to receive dividends, on a per share basis, when and if declared by our Board out of funds legally available therefor and whenever any dividend is made on the shares of our Class B common stock subject to certain exceptions set forth in our certificate of incorporation.
Management monitors average advertising rates and cost per mille, the cost of every 1,000 advertisement impressions (“CPM”), 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.
Management 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.
Gain (loss) on investments, net During the year ended December 31, 2024, we recognized a gain on investments, net of $75.5 million primarily due to the $101.4 million gain recognized on the sale of our investment in Broadcast Music, Inc. ("BMI") in the first quarter of 2024, partially offset by declines in the value of certain investments.
During the year ended December 31, 2024, we recognized a gain on investments, net of $75.5 million primarily due to the $101.4 million gain recognized on the sale of our investment in Broadcast Music, Inc. ("BMI") in the first quarter of 2024, partially offset by declines in the value of certain investments.
At our 2023 Annual Meeting of Stockholders, the amendment was approved. Pursuant to our 2021 Plan, we may grant restricted stock units covering, and options to purchase, shares of the Company's Class A common stock to certain key individuals.
At our 2023 Annual Meeting of Stockholders, the amendment was approved. Pursuant to our 2021 Plan, we may grant restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals.
Further, we believe our available liquidity will allow us to fund capital expenditures and other obligations and make interest payments on our long-term debt for at least the next twelve months.
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.
(2) For a definition of Free cash flow and a reconciliation to Cash provided by operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash provided by operating activities to Free cash flow” in this MD&A. 38 Results of Operations For a discussion of our results of operations for the year ended December 31, 2022, including a year-to-year comparison between 2023 and 2022, refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023.
(2) For a definition of Free cash flow and a reconciliation to Cash provided by operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash provided by operating activities to Free cash flow” in this MD&A. 38 Results of Operations For a discussion of our results of operations for the year ended December 31, 2023, including a year-to-year comparison between 2024 and 2023, refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.
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 December 31, 2024, 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.
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 December 31, 2025, 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.
These transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
These transactions, if any, will depend on 48 prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
As of December 31, 2024, 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 December 31, 2024. Other than our ABL Facility, none of our long-term debt includes maintenance covenants that could trigger early repayment.
As of December 31, 2025, 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 December 31, 2025. Other than our ABL Facility, none of our long-term debt includes maintenance covenants that could trigger early repayment.
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 year ended December 31, 2024, and Capital I’s and its consolidated restricted subsidiaries’ financial information for the same period.
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 year ended December 31, 2025, and Capital I’s and its consolidated restricted subsidiaries’ financial information for the same period.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Format of Presentation Management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with the consolidated financial statements and related footnotes contained in Item 8 of this Annual Report on Form 10-K of iHeartMedia, Inc.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Format of Presentation Management’s discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with the consolidated financial statements and related footnotes contained in Part II, Item 8 of this Annual Report on Form 10-K of iHeartMedia, Inc.
We believe that our ability to generate cash flow from operations from our businesses and our current cash on hand 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.
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.
(5) 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.
(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.
This metric gauges how well our formats are attracting and retaining listeners. 34 Management also monitors revenue generated through our programmatic ad-buying platform, and our data analytics advertising product, to measure the success of our enhanced marketing optimization tools.
This metric gauges how well our formats are attracting and retaining listeners. 35 Management also monitors revenue generated through our programmatic ad-buying platform, and our data analytics advertising product, to measure the success of our enhanced marketing optimization tools.
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 December 31, 2024, approximately 45% of our aggregate principal amount of long-term debt bore interest at floating 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 December 31, 2025, approximately 45% of our aggregate principal amount of long-term debt bore interest at floating rates.
Further, as of December 31, 2024, we were in compliance with all covenants related to our debt agreements. Uses of Capital Capital Expenditures Capital expenditures for the years ended December 31, 2024 and 2023 are discussed in the Cash Flows section above.
Further, as of December 31, 2025, we were in compliance with all covenants related to our debt agreements. Uses of Capital Capital Expenditures Capital expenditures for the years ended December 31, 2025 and 2024 are discussed in the Cash Flows section above.
Certain prior period amounts have been reclassified to conform to the 2024 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.
Certain prior period amounts have been reclassified to conform to the 2025 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.
As of December 31, 2024, we were in compliance with all covenants related to our debt agreements. For additional information regarding our debt, refer to Note 6, Long-Term Debt .
As of December 31, 2025, we were in compliance with all covenants related to our debt agreements. For additional information regarding our debt, refer to Note 6, Long-Term Debt .
For capital expenditures during the period, we spent $52.2 million for capital expenditures in our Multiplatform Group segment primarily related to our real estate optimization initiatives and software purchases, $22.5 million in our Digital Audio Group segment primarily related to IT infrastructure, $10.4 million in our Audio & Media Services Group segment, primarily related to software, and $12.5 million in Corporate primarily related to equipment and software purchases.
For capital expenditures, we spent $52.2 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $22.5 million in our Digital Audio Group segment primarily related to IT infrastructure, $10.4 million in our Audio & Media Services Group segment, primarily related to software, and $12.5 million in Corporate primarily related to equipment and software purchases.
In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 2025 will be to fund our working capital, make interest and tax payments, fund capital expenditures, make voluntary debt repayments and pursue other strategic opportunities, and maintain operations.
In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity in 2026 will be to fund working capital, make tax payments, fund capital expenditures, make voluntary debt repayments and pursue other strategic opportunities, and maintain operations.
Our cash flow assumptions are based on detailed, multi-year forecasts performed by each of our operating reporting units and reflect the current advertising outlook across our businesses. • Revenues beyond 2028 are projected to grow at a perpetual growth rate, which we estimated at 1.0% for our Multiplatform Reporting unit beyond 2033, 3.0% for our Digital Audio Reporting unit beyond 2032, and 2.0% for our RCS and Katz Media Reporting units. • Profit margins beyond 2028 utilize the 2028 margin implied in the multi-year forecasts. • In order to risk adjust the cash flow projections in determining fair value, we utilized discount rates between 17% and 20% for each of our reporting units.
Our cash flow assumptions are based on detailed, multi-year forecasts performed by each of our operating reporting units and reflect the current advertising outlook across our businesses. • Revenues beyond 2029 are projected to grow at a perpetual growth rate, which we estimated at 1.0% for our Multiplatform Reporting unit (beyond 2034), 3.0% for our Digital Audio Reporting unit (beyond 2033), and 2.0% for our RCS and Katz Media Reporting units. • Profit margins beyond 2029 utilize the 2029 margin implied in the multi-year forecasts. • In order to risk adjust the cash flow projections in determining fair value, we utilized discount rates between 15% and 16% for each of our reporting units.
No impairment was required for our goodwill and FCC licenses as part of the 2024 or 2023 annual impairment testing.
No impairment was required for our goodwill and FCC licenses as part of the 2024 annual impairment testing.
(“BIA”), varying by market, and revenue growth projections made by industry analysts were used for the initial five-year period; • 2.0% over-the-air revenue growth and 3.0% digital revenue growth was assumed beyond the initial five-year period and 1.0% revenue growth was assumed in the terminal period; • Revenue was grown proportionally over a build-up period, reaching market revenue forecast by year 3; • Operating margins of 8.0% in the first year gradually climb to the industry average margin in year 3 of up to 16.3%, depending on market size; and • Assumed discount rates of 9.5% for large markets and 10.0% for small markets.
(“BIA”), varying by market; • 2.0% over-the-air revenue growth and 3.0% digital revenue growth was assumed beyond the initial five-year period and 1.0% revenue growth was assumed in the terminal period; • Revenue was grown proportionally over a build-up period, reaching market revenue forecast by year 3; • Operating margins of 8.0% in the first year gradually climb to the industry average margin in year 3 of up to 14.1%, depending on market size; and • Assumed discount rates of 9.5% for large markets and 10.0% for small markets.
The current market uncertainty and macroeconomic conditions, a recession, or a downturn in the U.S. economy could have a significant impact on our ability to generate revenue and cash flows. 35 Cost Savings Initiatives We implemented operating expense savings initiatives during the year to streamline our organization and increase automation and the use of technology.
The current market uncertainty and macroeconomic conditions, a recession, or a downturn in the U.S. economy could have a significant impact on our ability to generate revenue and cash flows. 36 Modernization Initiatives We implemented operating expense savings initiatives during 2024 to streamline our organization and increase automation and the use of technology.
Economic Conditions Our advertising revenue, cash flows, and cost of capital are impacted by changes in economic conditions. Higher interest rates and inflation have contributed to a challenging macroeconomic environment since 2022. This challenging environment has led to broader market uncertainty which has impacted our revenues and cash flows.
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.
Investing Activities Cash provided by investing activities of $0.5 million in 2024 primarily reflects $101.4 million of proceeds received from the sale of our investment in BMI, partially offset by $97.6 million in cash used for capital expenditures.
Cash provided by investing activities of $0.5 million during the year ended December 31, 2024 primarily reflects $101.4 million of proceeds received from the sale of our investment in BMI, partially offset by $97.6 million in cash used for capital expenditures.
Impairment charges During the years ended December 31, 2024 and 2023, we recorded non-cash impairment charges of $922.7 million and $965.1 million, respectively, to reduce the carrying values of our indefinite-lived FCC licenses and our goodwill to their estimated fair values as a result of the interim impairment assessments performed in the second quarter of 2024 and 2023, respectively.
During the year ended December 31, 2024, we recorded non-cash impairment charges of $922.7 million, to primarily reduce the carrying values of our indefinite-lived FCC licenses and our goodwill to their estimated fair values as a result of the interim impairment assessments performed in the second quarter of 2024.
For purposes of assessing the discounted future cash flows of our reporting units, we used the following assumptions: • Expected cash flows underlying our business plans for the periods 2024 through 2028.
For purposes of assessing the discounted future cash flows of our reporting units, we used the following assumptions: • Expected cash flows underlying our business plans for the periods 2025 through 2029.
Share-based compensation expenses are recorded in the statement of comprehensive loss as Selling, general and administrative expenses and were $32.3 million and $35.6 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 there was $30.1 million of unrecognized compensation cost related to unvested share-based compensation arrangements with vesting based solely on service conditions.
Share-based compensation expenses are recorded in the statement of comprehensive loss as Selling, general and administrative expenses and were $44.1 million and $32.3 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 there was $14.2 million of unrecognized compensation cost related to unvested share-based compensation arrangements with vesting based solely on service conditions.
While we believe we have made reasonable estimates and utilized reasonable assumptions to calculate the fair values of our long-lived assets, indefinite-lived FCC licenses and reporting units, it is possible a material change could occur to the estimated fair value of these assets as a result of the uncertainty regarding current economic conditions.
While we believe we have made reasonable estimates and utilized reasonable assumptions to calculate the fair values of our indefinite-lived FCC licenses and reporting units, it is possible a material change could occur to the estimated fair value of these assets as a result of the uncertainty regarding the impact of current market conditions, as well as the timing of any recovery.
The valuation methodology we use for valuing goodwill involves considering the implied fair values of our reporting units based on market factors including the trading prices of our debt and equity securities, and estimating future cash flows 51 expected to be generated from the related assets, discounted to their present values using a risk-adjusted discount rate.
Fair values increased or remained flat across the reporting units, primarily driven by stronger debt and equity market performance . 51 The valuation methodology we use for valuing goodwill involves considering the implied fair values of our reporting units based on market factors including the trading prices of our debt and equity securities, and estimating future cash flows expected to be generated from the related assets, discounted to their present values using a risk-adjusted discount rate.
Depreciation and amortization Depreciation and amortization decreased $18.9 million during 2024 compared to 2023, primarily as a result of a lower fixed asset base due to lower levels of capital expenditures.
Depreciation and amortization Depreciation and amortization decreased $49.5 million during 2025 compared to 2024, primarily as a result of a lower fixed asset base due to lower levels of capital expenditures.
On June 30, 2024, we performed an interim impairment test in accordance with ASC 350-30-35 and we concluded that a $304.1 million impairment of the indefinite-lived intangible assets was required. In determining the fair value of our FCC licenses, the following key assumptions were used: • Revenue forecasts published by BIA Financial Network, Inc.
We performed our annual impairment test as of July 1, 2025 in accordance with ASC 350-30-35 and we concluded that a $208.5 million impairment of the indefinite-lived intangible assets was required. In determining the fair value of our FCC licenses, the following key assumptions were used: • Revenue forecasts published by BIA Financial Network, Inc.
See Note 9, Stockholders' Deficit , for more information. 45 LIQUIDITY AND CAPITAL RESOURCES Cash Flows The following discussion highlights cash flow activities during the periods presented: (In thousands) Year Ended December 31, 2024 2023 Cash provided by (used for): Operating activities $ 71,429 $ 213,062 Investing activities 508 (51,334) Financing activities (158,345) (152,158) Free Cash Flow (1) (26,165) 110,392 (1) For a definition of Free cash flow and a reconciliation to Cash provided by operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash provided by operating activities to Free cash flow” in this MD&A.
See Note 9, Stockholders' Deficit , for more information. 45 LIQUIDITY AND CAPITAL RESOURCES Cash Flows The following discussion highlights cash flow activities during the periods presented: (In thousands) Year Ended December 31, 2025 2024 Cash provided by (used for): Operating activities $ 92,583 $ 71,429 Investing activities (66,240) 508 Financing activities (15,313) (158,345) Free Cash Flow (1) 10,911 (26,165) (1) For a definition of Free cash flow and a reconciliation to Cash provided by operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash provided by operating activities to Free cash flow” in this MD&A.
Assuming the current level of borrowings and assuming a 100 bps change in floating interest rates, it is estimated that our interest expense would change by $21.7 million. In the event of an adverse change in interest rates, management may take actions to mitigate our exposure.
Assuming the current level of borrowings and assuming a 100 bps change in floating interest rates, it is estimated that the interest expense for the twelve months ended December 31, 2025 would change by $22.1 million. In the event of an adverse change in interest rates, management may take actions to mitigate our exposure.
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 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.
The following narrative describes these critical accounting estimates, the judgments and assumptions and the effect if actual results differ from these assumptions. 50 Indefinite-lived Intangible Assets Indefinite-lived intangible assets, such as our FCC licenses, are reviewed for impairment using the direct valuation method as prescribed in ASC 805-20-S99.
The following narrative describes these critical accounting estimates, the judgments and assumptions and the effect if actual results differ from these assumptions. 50 Indefinite-lived Intangible Assets Indefinite-lived intangible assets, such as our FCC licenses, are reviewed for impairment using a combination of the direct and market valuation methods.
We spent $58.0 million for capital expenditures in our Multiplatform Group segment, primarily related to our real estate optimization initiatives and software purchases, $23.2 million in our Digital Audio Group segment, primarily related to IT infrastructure, $7.4 million in our Audio & Media Services Group segment, primarily related to software, and $14.1 million in Corporate primarily related to equipment and software purchases.
For capital expenditures, we spent $39.1 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $19.9 million in our Digital Audio Group segment primarily related to IT infrastructure, $14.6 million in our Audio & Media Services Group segment, primarily related to software, and $8.1 million in Corporate primarily related to equipment and software purchases.
For the year ended December 31, 2024, our revenues increased compared to the year ended December 31, 2023 primarily due to revenue growth in our Digital Audio Group, as well as political revenue, partially offset by lower revenue in our Multiplatform Group, among other factors discussed in the Results of Operations section of the MD&A.
For the year ended December 31, 2025, our consolidated revenues increased slightly compared to the year ended December 31, 2024 primarily due to revenue growth in our Digital Audio Group, partially offset by lower political revenue as 2024 was a presidential election year, which primarily impacted our Multiplatform Group and Audio and Media Service Group, as well as lower broadcast revenue in our Multiplatform Group, among other factors discussed in the Results of Operations section of this MD&A.
The following table shows the decrease in the fair value of our indefinite-lived intangible assets that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption: Impact on the Fair Value of our FCC Licenses due to 100 bps Change in: Revenue Growth Rate Profit Margin Discount Rate (in thousands) $ 123,114 $ 120,132 $ 142,164 At December 31, 2024, the carrying value of our FCC licenses was $809.9 million after the impairment of $304.1 million.
The following table shows the decrease in the fair value of our indefinite-lived intangible assets that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption: Impact on the Fair Value of our FCC Licenses due to 100 bps Change in: Revenue Growth Rate Profit Margin Discount Rate (in thousands) $ 77,136 $ 89,771 $ 93,518 At December 31, 2025, the carrying value of our FCC licenses was $601.4 million after the impairment of $208.5 million.
Operating Activities Cash provided by operating activities was $71.4 million in 2024 compared to $213.1 million of cash provided by operating activities in 2023.
Operating Activities Cash provided by operating activities was $92.6 million in 2025 compared to $71.4 million of cash provided by operating activities in 2024.
Terminal values are also estimated and discounted to their present values. On June 30, 2024, we performed our interim impairment test in accordance with ASC 350-30-35, resulting in a $616.1 million impairment of goodwill.
Terminal values are also estimated and discounted to their present values. We performed our annual impairment test as of July 1, 2025 in accordance with ASC 350-30-35, resulting in no impairment of goodwill.
Operating expenses increased $65.3 million primarily driven by higher variable content costs, including third-party digital costs and podcast profit sharing costs related to the increase in revenues. 42 Audio & Media Services Group Results (In thousands) Year Ended December 31, % 2024 2023 Change Revenue $ 327,055 $ 256,702 27.4 % Operating expenses (1) 186,381 185,241 0.6 % Segment Adjusted EBITDA $ 140,674 $ 71,461 96.9 % Segment Adjusted EBITDA margin 43.0 % 27.8 % (1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
Operating expenses increased $87.2 million primarily driven by higher variable content costs, including higher podcast profit share and third-party digital costs related to the increase in revenues, and higher non-cash trade expense. 42 Audio & Media Services Group Results (In thousands) Year Ended December 31, % 2025 2024 Change Revenue $ 272,545 $ 327,055 (16.7) % Operating expenses (1) 179,117 186,381 (3.9) % Segment Adjusted EBITDA $ 93,428 $ 140,674 (33.6) % Segment Adjusted EBITDA margin 34.3 % 43.0 % (1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
The table below presents a summary of our historical results of operations for the periods presented: (In thousands) Year Ended December 31, 2024 2023 Revenue $ 3,854,532 $ 3,751,025 Operating loss (763,108) (797,311) Net loss (1,009,494) (1,100,339) Cash provided by operating activities 71,429 213,062 Adjusted EBITDA (1) $ 705,617 $ 696,598 Free cash flow (2) (26,165) 110,392 (1) For a definition of Adjusted EBITDA, and a reconciliation to Operating loss, the most closely comparable U.S. generally accepted accounting principles ("GAAP") measure, and to Net loss, please see “Reconciliation of Operating loss to Adjusted EBITDA” and “Reconciliation of Net loss to EBITDA and Adjusted EBITDA” in this MD&A.
The table below presents a summary of our historical results of operations for the periods presented: (In thousands) Year Ended December 31, % 2025 2024 Change Revenue $ 3,864,991 $ 3,854,532 0.3 % Operating loss (20,640) (763,108) (97.3) % Net loss (471,887) (1,009,494) (53.3) % Cash provided by operating activities 92,583 71,429 29.6 % Adjusted EBITDA (1) $ 685,767 $ 705,617 (2.8) % Free cash flow (2) 10,911 (26,165) (141.7) % (1) For a definition of Adjusted EBITDA, and a reconciliation to Operating loss, the most closely comparable U.S. generally accepted accounting principles ("GAAP") measure, and to Net loss, please see “Reconciliation of Operating loss to Adjusted EBITDA” and “Reconciliation of Net loss to EBITDA and Adjusted EBITDA” in this MD&A.
Revenue from our Audio & Media Services Group increased $70.4 million compared to the prior year, primarily due to higher political revenue as 2024 was a presidential election year, as well as due to increased demand for digital advertising and contract termination fees earned by Katz Media.
Revenue from our Audio & Media Services Group decreased $54.5 million compared to the prior year, primarily due to lower political revenues as 2024 was a presidential election year, a decrease in broadcast advertising in connection with uncertain market conditions, and contract termination fees earned by Katz Media in 2024, partially offset by increased demand for digital advertising.
The following table shows the decline in the fair value of each of our reporting units that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption: (In thousands) Impact on the Fair Value of our Goodwill due to 100bps Change in: Reporting Unit Revenue Growth Rate Profit Margin Discount Rate Multiplatform $ 127,528 $ 98,208 $ 114,259 Digital 61,541 61,790 58,055 Katz Media 10,342 8,189 9,614 RCS 8,342 4,356 6,684 An increase in discount rates or a decrease in revenue growth rates or profit margins could result in additional impairment charges being required to be recorded for one or more of our reporting units.
The following table shows the decline in the fair value of each of our reporting units that would result from a 100 basis point decline in our discrete and terminal period revenue growth rate and profit margin assumptions and a 100 basis point increase in our discount rate assumption: (In thousands) Impact on the Fair Value of our Goodwill due to 100bps Change in: Reporting Unit Revenue Growth Rate Profit Margin Discount Rate Multiplatform $ 164,008 $ 118,902 $ 145,275 Digital 112,398 89,400 104,408 Katz Media 12,591 9,808 10,516 RCS 11,751 5,168 8,981 An increase in discount rates or a decrease in revenue growth rates or profit margins could result in additional impairment charges being required to be recorded for one or more of our reporting units.
Digital Audio Group Results (In thousands) Year Ended December 31, % 2024 2023 Change Revenue $ 1,164,515 $ 1,069,167 8.9 % Operating expenses (1) 785,575 720,298 9.1 % Segment Adjusted EBITDA $ 378,940 $ 348,869 8.6 % Segment Adjusted EBITDA margin 32.5 % 32.6 % (1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
Digital Audio Group Results (In thousands) Year Ended December 31, % 2025 2024 Change Revenue $ 1,329,422 $ 1,164,515 14.2 % Operating expenses (1) 872,731 785,575 11.1 % Segment Adjusted EBITDA $ 456,691 $ 378,940 20.5 % Segment Adjusted EBITDA margin 34.4 % 32.5 % (1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
The table below presents the comparison of our historical results of operations: (In thousands) Year Ended December 31, 2024 2023 Revenue $ 3,854,532 $ 3,751,025 Operating expenses: Direct operating expenses (excludes depreciation and amortization) 1,588,931 1,494,234 Selling, general and administrative expenses (excludes depreciation and amortization) 1,693,679 1,656,171 Depreciation and amortization 409,582 428,483 Impairment charges 922,681 965,087 Other operating expense, net 2,767 4,361 Operating loss (763,108) (797,311) Interest expense, net 379,434 389,775 Gain (loss) on investments, net 75,523 (28,130) Equity in loss of nonconsolidated affiliates (2,646) (3,530) Gain (loss) on extinguishment of debt and exchange costs (97,305) 56,724 Other expense, net (926) (655) Loss before income taxes (1,167,896) (1,162,677) Income tax benefit 158,402 62,338 Net loss (1,009,494) (1,100,339) Less amount attributable to noncontrolling interest 447 2,321 Net loss attributable to the Company $ (1,009,941) $ (1,102,660) The table below presents the comparison of our revenue streams: (In thousands) Year Ended December 31, % 2024 2023 Change Broadcast Radio $ 1,726,934 $ 1,752,166 (1.4) % Networks 437,212 466,404 (6.3) % Sponsorship and Events 187,344 191,434 (2.1) % Other 21,419 25,364 (15.6) % Multiplatform Group 2,372,909 2,435,368 (2.6) % Digital, excluding Podcast 715,736 661,319 8.2 % Podcast 448,779 407,848 10.0 % Digital Audio Group 1,164,515 1,069,167 8.9 % Audio & Media Services Group 327,055 256,702 27.4 % Eliminations (9,947) (10,212) Revenue, total $ 3,854,532 $ 3,751,025 2.8 % 39 Consolidated results for the year ended December 31, 2024 compared to the consolidated results for the year ended December 31, 2023 were as follows: Revenue Consolidated revenue increased $103.5 million during the year ended December 31, 2024 compared to 2023.
The table below presents the comparison of our historical results of operations: (In thousands) Year Ended December 31, 2025 2024 Revenue $ 3,864,991 $ 3,854,532 Operating expenses: Direct operating expenses (excludes depreciation and amortization) 1,613,426 1,588,931 Selling, general and administrative expenses (excludes depreciation and amortization) 1,687,616 1,693,679 Depreciation and amortization 360,047 409,582 Impairment charges 213,908 922,681 Other operating expense, net 10,634 2,767 Operating loss (20,640) (763,108) Interest expense, net 402,535 379,434 Gain (loss) on investments, net (43,025) 75,523 Equity in loss of nonconsolidated affiliates (6,998) (2,646) Loss on extinguishment of debt and exchange costs (1,577) (97,305) Other income (expense) 1,093 (926) Loss before income taxes (473,682) (1,167,896) Income tax benefit 1,795 158,402 Net loss (471,887) (1,009,494) Less amount attributable to noncontrolling interest 979 447 Net loss attributable to the Company $ (472,866) $ (1,009,941) The table below presents the comparison of our revenue streams: (In thousands) Year Ended December 31, % 2025 2024 Change Broadcast Radio $ 1,633,403 $ 1,726,934 (5.4) % Networks 439,770 437,212 0.6 % Sponsorship and Events 182,015 187,344 (2.8) % Other 18,361 21,419 (14.3) % Multiplatform Group 2,273,549 2,372,909 (4.2) % Digital, excluding Podcast 765,698 715,736 7.0 % Podcast 563,724 448,779 25.6 % Digital Audio Group 1,329,422 1,164,515 14.2 % Audio & Media Services Group 272,545 327,055 (16.7) % Eliminations (10,525) (9,947) Revenue, total $ 3,864,991 $ 3,854,532 0.3 % 39 Consolidated results for the year ended December 31, 2025 compared to the consolidated results for the year ended December 31, 2024 were as follows: Revenue Consolidated revenue increased $10.5 million during the year ended December 31, 2025 compared to 2024.
Operating expenses increased $1.1 million primarily driven by higher variable bonus expense based on results and higher sales commissions due to increased revenue, partially offset by lower employee compensation in connection with our cost savings initiatives. 43 Non-GAAP Financial Measures Reconciliations of Operating loss to Adjusted EBITDA (In thousands) Year Ended December 31, 2024 2023 Operating loss $ (763,108) $ (797,311) Depreciation and amortization 409,582 428,483 Impairment charges 922,681 965,087 Other operating expense, net 2,767 4,361 Share-based compensation expense 32,311 35,625 Restructuring expenses 101,384 60,353 Adjusted EBITDA (1) $ 705,617 $ 696,598 Reconciliations of Net loss to EBITDA and Adjusted EBITDA (In thousands) Year Ended December 31, 2024 2023 Net loss $ (1,009,494) $ (1,100,339) Income tax benefit (158,402) (62,338) Interest expense, net 379,434 389,775 Depreciation and amortization 409,582 428,483 EBITDA $ (378,880) $ (344,419) (Gain) loss on investments, net (75,523) 28,130 (Gain) loss on extinguishment of debt and exchange costs 97,305 (56,724) Other expense, net 926 655 Equity in loss of nonconsolidated affiliates 2,646 3,530 Impairment charges 922,681 965,087 Other operating expense, net 2,767 4,361 Share-based compensation expense 32,311 35,625 Restructuring expenses 101,384 60,353 Adjusted EBITDA (1) $ 705,617 $ 696,598 (1) We define Adjusted EBITDA as consolidated Operating loss adjusted to exclude restructuring expenses included within Direct operating expenses and SG&A expenses, and share-based compensation expenses included within SG&A expenses, as well as the following line items presented in our Statements of Operations: Depreciation and amortization, Impairment charges and Other operating expense, net.
Operating expenses decreased $7.3 million primarily due to a decrease in employee compensation cost due to our modernization initiatives and lower commissions as revenue declined. 43 Non-GAAP Financial Measures Reconciliations of Operating loss to Adjusted EBITDA (In thousands) Year Ended December 31, 2025 2024 Operating loss $ (20,640) $ (763,108) Depreciation and amortization 360,047 409,582 Impairment charges 213,908 922,681 Other operating expense, net 10,634 2,767 Share-based compensation expense 44,104 32,311 Restructuring expenses 77,714 101,384 Adjusted EBITDA (1) $ 685,767 $ 705,617 Reconciliations of Net loss to EBITDA and Adjusted EBITDA (In thousands) Year Ended December 31, 2025 2024 Net loss $ (471,887) $ (1,009,494) Income tax benefit (1,795) (158,402) Interest expense, net 402,535 379,434 Depreciation and amortization 360,047 409,582 EBITDA $ 288,900 $ (378,880) (Gain) loss on investments, net 43,025 (75,523) Loss on extinguishment of debt and exchange costs 1,577 97,305 Other (income) expense, net (1,093) 926 Equity in loss of nonconsolidated affiliates 6,998 2,646 Impairment charges 213,908 922,681 Other operating expense, net 10,634 2,767 Share-based compensation expense 44,104 32,311 Restructuring expenses 77,714 101,384 Adjusted EBITDA (1) $ 685,767 $ 705,617 (1) We define Adjusted EBITDA as consolidated Operating loss adjusted to exclude restructuring expenses included within Direct operating expenses and SG&A expenses, and share-based compensation expenses included within SG&A expenses, as well as the following line items presented in our Statements of Operations: Depreciation and amortization, Impairment charges and Other operating expense, net.
Revenue from our Multiplatform Group decreased $62.5 million compared to 2023, primarily due to a decrease in broadcast advertising in connection with continued uncertain market conditions, partially offset by an increase in political revenues. Broadcast revenue decreased $25.2 million, or 1.4%, year-over-year driven by lower spot revenue, partially offset by an increase in political advertising.
Revenue from our Multiplatform Group decreased $99.4 million compared to 2024, primarily due to a decrease in broadcast advertising in connection with continued uncertain market conditions, as well as lower political revenues as 2024 was a presidential election year, partially offset by an increase in non-cash trade revenue resulting from strategic marketing initiatives.
During the year ended December 31, 2023, we recognized a loss on investments, net of $28.1 million related to declines in the value of certain investments. 40 Gain (loss) on extinguishment of debt and exchange costs In connection with the Debt Exchange Transaction discussed above, we recognized costs of $97.3 million, primarily related to exchange fees incurred to facilitate the Debt Exchange Transaction.
Loss on extinguishment of debt and exchange costs In connection with the debt exchange transaction that closed in the fourth quarter of 2024, we recognized costs of $1.6 million and $97.3 million during the years ended December 31, 2025 and 2024, respectively, primarily related to exchange fees incurred to facilitate the Debt Exchange Transaction.
Additionally, we recognized non-cash impairment charges of $363.6 million and $595.5 million to our FCC license and goodwill balances, respectively, as a result of our June 30, 2023 interim testing. We perform our annual impairment test on our goodwill and indefinite-lived intangible assets, including FCC licenses, as of July 1 of each year.
As a result, we recognized a non-cash impairment charge of $208.5 million on our FCC licenses as a result of our July 1, 2025 annual testing. Additionally, we recognized non-cash impairment charges of $304.1 million to our FCC license balances as a result of our June 30, 2024 interim testing.
This will result in an additional $21.5 million in cash payments that we must make in 2025 to service our debt. For a description of the Company's future maturities of long-term debt, see Note 6, Long-Term Debt , and for a description of the Company's non-cancelable operating lease agreements and other contractual commitments, see Note 7, Commitments and Contingencies .
Future increases in interest rates could have a significant impact on our cash interest payments. For a description of the Company's future maturities of long-term debt, see Note 6, Long-Term Debt , and for a description of the Company's non-cancelable operating lease agreements and other contractual commitments, see Note 7, Commitments and Contingencies .
The key developments in our business for the year ended December 31, 2024 are summarized below: • Consolidated Revenue of $3,854.5 million increased $103.5 million, or 2.8%, during 2024 compared to Consolidated Revenue of $3,751.0 million in 2023. • Multiplatform Group Revenue decreased $62.5 million, or 2.6%, and Segment Adjusted EBITDA decreased $92.2 million, or 16.7%, compared to 2023. • Digital Audio Group Revenue increased $95.3 million, or 8.9%, and Segment Adjusted EBITDA increased $30.1 million, or 8.6%, compared to 2023. • Audio & Media Services Group Revenue increased $70.4 million, or 27.4%, and Segment Adjusted EBITDA increased $69.2 million, or 96.9%, compared to 2023. • Operating loss of $763.1 million decreased $34.2 million from Operating loss of $797.3 million in 2023. 2024 and 2023 included $922.7 million and $965.1 million of non-cash impairment charges, respectively, primarily related to our goodwill and indefinite-lived intangible assets balances. • Net loss of $1,009.5 million decreased $90.8 million compared to Net loss of $1,100.3 million in 2023.
The key developments in our business for the year ended December 31, 2025 are summarized below: • Consolidated Revenue of $3,865.0 million increased $10.5 million, or 0.3%, during 2025 compared to Consolidated Revenue of $3,854.5 million in 2024. • Multiplatform Group Revenue decreased $99.4 million, or 4.2%, and Segment Adjusted EBITDA decreased $47.0 million, or 10.2%, compared to 2024. • Digital Audio Group Revenue increased $164.9 million, or 14.2%, and Segment Adjusted EBITDA increased $77.8 million, or 20.5%, compared to 2024. • Audio & Media Services Group Revenue decreased $54.5 million, or 16.7%, and Segment Adjusted EBITDA decreased $47.2 million, or 33.6%, compared to 2024. • Operating loss of $20.6 million improved $742.5 million from Operating loss of $763.1 million in 2024. 2025 included $213.9 million of non-cash impairment charges primarily related to our FCC licenses. 2024 included $922.7 million of non-cash impairment charges primarily related to our goodwill and FCC licenses balances. • Net loss of $471.9 million improved $537.6 million compared to Net loss of $1,009.5 million in 2024. • Cash flows provided by operating activities of $92.6 million increased $21.2 million from $71.4 million in 2024. • Adjusted EBITDA (1) of $685.8 million decreased $19.9 million from $705.6 million in 2024. • Free cash flow (2) of $10.9 million increased $37.1 million from $(26.2) million in 2024.
No impairment was required as part of the 2024 or 2023 annual impairment testing . For more information, see Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill for a further description of the impairment charges and annual impairment tests.
For more information, see Note 4, Property, Plant and Equipment, Intangible Assets and Goodwill for a further description of the impairment charges and annual impairment tests. Additionally, we recognized non-cash impairment charges of $616.1 million to our goodwill balance as a result of our June 30, 2024 interim testing.
Revenue from our Digital Audio Group increased $95.3 million compared to the prior year, led by Digital, excluding Podcast revenue which increased $54.4 million, or 8.2% year-over-year, primarily due to an increase in demand for digital advertising. Podcast revenue increased $40.9 million, or 10.0%, year-over-year, driven primarily by increased demand for podcasting from advertisers.
Revenue from our Digital Audio Group increased $164.9 million compared to the prior year, driven by Podcast revenue which increased by $114.9 million, or 25.6% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $50.0 million, or 7.0% year-over-year, primarily due to an increase in demand for digital advertising, as well as increased non-cash trade revenue resulting from strategic marketing initiatives.
Multiplatform Group revenue decreased $62.5 million, primarily resulting from a decrease in broadcast advertising in connection with continued uncertain market conditions, partially offset by increases in political revenues as 2024 was a presidential election year. Digital Audio Group revenue increased $95.3 million, driven primarily by continuing increases in demand for digital advertising, including podcast advertising.
Multiplatform Group revenue decreased $99.4 million, primarily resulting from a decrease in broadcast advertising in connection with continued uncertain market conditions and lower political revenues, as 2024 was a presidential election year, partially offset by an increase in non-cash trade revenue resulting from strategic marketing initiatives.
Reconciliations of Cash provided by operating activities to Free cash flow (In thousands) Year Ended December 31, 2024 2023 Cash provided by operating activities $ 71,429 $ 213,062 Purchases of property, plant and equipment (97,594) (102,670) Free cash flow (1) $ (26,165) $ 110,392 (1) We define Free cash flow as Cash provided by operating activities less capital expenditures, which is disclosed as Purchases of property, plant and equipment in the Company's Consolidated Statements of Cash Flows.
Because it excludes certain financial information compared with Operating loss 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. 44 Reconciliations of Cash provided by operating activities to Free cash flow (In thousands) Year Ended December 31, 2025 2024 Cash provided by operating activities $ 92,583 $ 71,429 Purchases of property, plant and equipment (81,672) (97,594) Free cash flow (1) $ 10,911 $ (26,165) (1) We define Free cash flow as Cash provided by operating activities less capital expenditures, which is disclosed as Purchases of property, plant and equipment in the Company's Consolidated Statements of Cash Flows.
Together with our cash balance of $259.6 million and our borrowing capacity under the ABL Facility, our total available liquidity 1 was approximately $685.9 million as of December 31, 2024. We regularly evaluate the impact of economic conditions on our business. A challenging macroeconomic environment has led to market uncertainty which negatively impacted our 2024 revenue and cash flows.
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.
Such refinancings, repayments, exchanges or purchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts 48 involved may be material. For a description of the Debt Exchange Transaction, see above under "Debt Exchange Transaction" and Note 6, Long-Term Debt .
Such refinancings, repayments, 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.
As of December 31, 2024, iHeartCommunications had no amounts outstanding under the ABL Facility, a facility size of $450.0 million and $23.7 million in outstanding letters of credit, resulting in $426.3 million of borrowing base availability.
As of December 31, 2025, the ABL Facility had a facility size of $450.0 million, and $31.1 million in outstanding letters of credit, resulting in $368.9 million available for borrowing following the $50.0 million of outstanding borrowings. Our total available liquidity 1 as of December 31, 2025 was $639.8 million.
Refer to Note 3 - Leases and Note 4 - Property, Plant and Equipment, Intangible Assets and Goodwill for more information. Financing Activities Cash used for financing activities of $158.3 million in 2024 primarily relates to $150.5 million of cash paid as partial principal repayment in connection with the Debt Exchange Transaction.
Cash used for financing activities totaled $158.3 million during the year ended December 31, 2024 primarily relates to $150.5 million of cash paid as partial principal repayment in connection with the Debt Exchange Transaction. 46 Sources of Liquidity and Anticipated Cash Requirements Our primary sources of liquidity are cash on hand, which consisted of cash and cash equivalents of $270.9 million as of December 31, 2025, and cash flows from operations.
Net loss attributable to the Company Net loss attributable to the Company of $1,009.9 million for the year ended December 31, 2024 decreased $92.7 million compared to Net loss attributable to the Company of $1,102.7 million during the year ended December 31, 2023, largely due to the increase in the income tax benefit as described in the section above, partially offset by $97.3 million of transaction fees incurred to facilitate the Debt Exchange Transaction. 41 Multiplatform Group Results (In thousands) Year Ended December 31, % 2024 2023 Change Revenue $ 2,372,909 $ 2,435,368 (2.6) % Operating expenses (1) 1,911,643 1,881,934 1.6 % Segment Adjusted EBITDA $ 461,266 $ 553,434 (16.7) % Segment Adjusted EBITDA margin 19.4 % 22.7 % (1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
The improvement was due to the non-cash impairment charges of $922.7 million recognized in 2024 compared to the $213.9 million recognized in 2025, partially offset by the $101.4 million gain recognized on the sale of our investment in BMI in the first quarter of 2024. 41 Multiplatform Group Results (In thousands) Year Ended December 31, % 2025 2024 Change Revenue $ 2,273,549 $ 2,372,909 (4.2) % Operating expenses (1) 1,859,329 1,911,643 (2.7) % Segment Adjusted EBITDA $ 414,220 $ 461,266 (10.2) % Segment Adjusted EBITDA margin 18.2 % 19.4 % (1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.
The increase was driven primarily by higher non-cash trade expense, as well as an increase in costs incurred in connection with executing on our cost savings initiatives and higher sales commissions, partially offset by lower bonus expense and lower bad debt expense.
Operating expenses decreased $52.3 million, driven primarily by a decrease in employee compensation cost due to our modernization initiatives, as well as lower sales commissions related to the decline in broadcast revenue, partially offset by higher trade and barter expenses, and an increase in bonus expense.
The decrease was primarily related to the payment of $89.0 million of cash paid for Debt Exchange fees and $46.3 million of accrued interest paid for the Debt Exchange Transaction that would have been paid in 2025 under the old debt terms.
The increase was primarily due to the timing of interest payments as accrued interest was paid in the fourth quarter of 2024 upon closing of the debt exchange transaction that would have been paid in 2025 under the old debt terms, and an increase in deferred revenues based on the timing of payments received, partially offset by the decrease in political revenues.
Audio & Media Services revenue increased $70.4 million primarily as a result of higher political revenue and digital revenue. Direct operating expenses Consolidated direct operating expenses increased $94.7 million during the year ended December 31, 2024 compared to 2023.
Direct operating expenses Consolidated direct operating expenses increased $24.5 million during the year ended December 31, 2025 compared to 2024.
Networks revenue decreased $29.2 million or 6.3% year-over-year due primarily to the impact of non-returning advertisers. Revenue from Sponsorship and Events decreased $4.1 million, or 2.1%, year-over-year.
Broadcast revenue decreased $93.5 million, or 5.4%, year-over-year driven by lower spot and political revenues. Networks revenue increased $2.6 million or 0.6% year-over-year. Revenue from Sponsorship and Events decreased $5.3 million, or 2.8%, year-over-year.
The increase was primarily driven by higher variable content costs, including higher third-party digital costs related to the increase in digital revenues and podcast profit sharing expenses, as well as higher music license fees. Selling, general and administrative (“SG&A”) expenses Consolidated SG&A expenses increased $37.5 million during the year ended December 31, 2024 compared to 2023.
Selling, general and administrative (“SG&A”) expenses Consolidated SG&A expenses decreased $6.1 million during the year ended December 31, 2025 compared to 2024.
The difference between the carrying value of the existing debt and the new debt is reflected as debt premium. 36 For more information regarding the Debt Exchange Transaction, including the previously announced exchange offers and consent solicitations, refer to Note 6, Long-Term Debt . 37 Executive Summary Consolidated revenues for the year ended December 31, 2024 increased due to a continued increase in demand for digital advertising and increased political revenues as 2024 was a presidential election year, partially offset by lower spending on radio advertising as a result of continued uncertain market conditions.
If our actual results are not consistent with our estimates, we could be exposed to future impairment losses that could be material to our results of operations. 37 Executive Summary Consolidated revenues for the year ended December 31, 2025 increased primarily due to an increase in digital and podcast advertising revenue driven by a continued increase in demand for digital advertising and an increase in non-cash trade revenue resulting from strategic marketing initiatives, partially offset by a decrease in political revenues in our Multiplatform Group and Audio and Media Service Group as 2024 was a presidential election year, as well as lower spending on radio advertising as a result of continued uncertain market conditions.
Income tax benefit (expense) The effective tax rates for the years ended December 31, 2024 and 2023 were 13.6% and 5.4%, respectively.
Income tax benefit Our effective tax rate for the year ended December 31, 2025 was 0.4%.
Assuming the level of borrowings and interest rates at December 31, 2024, we anticipate that we will have approximately $399.5 million of cash interest payments in 2025 compared to $427.5 million of cash interest payments in 2024 which included $46.3 million of the accrued interest paid for the Debt Exchange Transaction that would have been paid in 2025 under the old debt terms.
Assuming the current level of borrowings and interest rates in effect at December 31, 2025, we anticipate cash payments to service our debt of approximately $508.5 million in 2026. These debt service cash payments include principal amounts maturing in 2026, interest, quarterly term loan amortization payments and payments related to the debt premium.
Cash used for investing activities of $51.3 million in 2023 primarily reflects $102.7 million in cash used for capital expenditures.
Investing Activities Cash used for investing activities of $66.2 million during the year ended December 31, 2025 primarily reflects $81.7 million in cash used for capital expenditures and $21.5 million of proceeds received from the sale of certain land assets.
Removed
These initiatives included headcount reductions and other actions and are anticipated to have approximately $150 million of net savings for full year 2025. We continue to explore opportunities for further efficiencies. Impairment Charges Economic uncertainty due to inflation and higher interest rates since 2022 has resulted in, among other things, lower advertising spending by businesses.
Added
We are monitoring ongoing developments surrounding international trade that may pressure the advertising budgets of our customers and could impact our financial results in future periods.
Removed
This economic uncertainty has delayed our expected recovery and has had an adverse impact on our revenue, cash flows, and the trading values of our debt and equity securities for a sustained period. This challenging environment could continue to have a significant impact on our financial results.
Added
These modernization efforts included headcount reductions and other cost saving actions, which resulted in approximately $150 million of net savings for full year 2025. We implemented additional initiatives in the fourth quarter of 2025, primarily headcount reductions, that are expected to generate approximately $50 million of additional annual savings beginning in 2026.

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