As filed with the United States Securities and Exchange Commission on May 11, 2026
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 |
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IHEARTMEDIA, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 26-0241222 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
20880 Stone Oak Parkway
San Antonio, Texas 78258
Telephone: (210) 253-5000
(Address of Principal Executive Offices, including Zip Code)
iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan
(Full title of the plan)
David Hillman
Executive Vice President, Chief Legal Officer and Secretary
iHeartMedia, Inc.
20880 Stone Oak Parkway
San Antonio, Texas 78258
(210) 253-5000
(Name, address and telephone number, including area code, of agent for service)
With copies to:
Dennis G. Craythorn
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o | Accelerated filer x | Non-accelerated filer o | Smaller reporting company x | Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 13,000,000 shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of iHeartMedia, Inc. (the “Registrant”), that may become issuable under the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan, as amended (the "2021 Plan"), following approval of an amendment to the 2021 Plan at the Registrant’s 2026 Annual Meeting of Stockholders, and for which registration statements of the Registrant on Form S-8 (Nos. 333-271569 and 333-255494) are effective.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document that is incorporated by reference herein or therein.
Item 8. EXHIBITS.
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| Exhibit Number | | Exhibit Description | | | | | | | | |
| 4.1 | |
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| 4.2 | |
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| 4.3 | |
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| 5.1* | |
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| 23.1* | |
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| 23.2* | |
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| 24.1* | | Power of Attorney (included on the signature page of the Registration Statement)
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| 99.1 | |
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| 99.1.1 | |
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| 99.1.2* | |
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| 107.1* | |
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*Filed herewith | | | | | | | | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on this 11th day of May, 2026.
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| | IHEARTMEDIA, INC. |
| | /s/ David Hillman |
| | David Hillman |
| | Executive Vice President, Chief Legal Officer and Secretary |
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of iHeartMedia, Inc., hereby severally constitute and appoint Robert W. Pittman, Richard J. Bressler, Michael B. McGuinness and David Hillman, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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| Name | | Title | | Date |
/s/ Robert W. Pittman Robert W. Pittman | | Chairman and Chief Executive Officer (Principal Executive Officer) and Director
| | May 11, 2026 |
/s/ Richard J. Bressler Richard J. Bressler | | President, Chief Operating Officer (Principal Financial Officer) and Director
| | May 11, 2026 |
/s/ Michael B. McGuinness Michael B. McGuinness | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
| | May 11, 2026 |
/s/ James A. Rasulo James A. Rasulo
| | Director
| | May 11, 2026 |
/s/ Samuel E. Englebardt Samuel E. Englebardt
| | Director | | May 11, 2026 |
/s/ Robert B. Millard Robert B. Millard
| | Director
| | May 11, 2026 |
/s/ Cheryl Mills Cheryl Mills
| | Director | | May 11, 2026 |
/s/ Graciela Monteagudo Graciela Monteagudo
| | Director
| | May 11, 2026 |
/s/ Kamakshi Sivaramakrishnan Kamakshi Sivaramakrishnan | | Director
| | May 11, 2026 |
SECOND AMENDMENT TO THE
IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN
THIS SECOND AMENDMENT TO the IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN (this “Amendment”) is made and adopted by iHeartMedia, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan (as defined below).
RECITALS
WHEREAS, the Company maintains the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan (as amended from time to time, the “Plan”);
WHEREAS, the Board of Directors of the Company (the “Board”) has delegated authority to its Compensation Committee to serve as the “Administrator” of the Plan (as defined in and within the meaning of the Plan) and, pursuant to Section 3.2 of the Plan, the Board may re-vest in itself the authority to serve as the Administrator of the Plan at any time;
WHEREAS, pursuant to Section 10.4 of the Plan, the Plan may be amended by the Administrator at any time and for any reason, subject to the terms of the Plan; and
WHEREAS, the Board has adopted this Amendment, subject to approval by the stockholders of the Company within twelve months following the date of such action.
NOW, THEREFORE, in consideration of the foregoing, the Company hereby amends the Plan as follows, effective upon, and subject to, approval by the stockholders of the Company within twelve months following the date of Board adoption of this Amendment:
1.Section 4.3 of the Plan is hereby amended and restated in its entirety to read as follows:
“4.3 Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 32,000,000 Shares may be issued pursuant to the exercise of Incentive Stock Options.”
2.Section 10.3 of the Plan is hereby amended and restated in its entirety to read as follows:
“10.3 Effective Date and Term of Plan. Unless earlier terminated by the Board, the Plan will become effective on the date the Company’s stockholders approve the Plan and will remain in effect until the tenth anniversary of June 4, 2026, but Awards previously granted may extend beyond that date in accordance with the Plan. Notwithstanding anything to the contrary in the Plan, an Incentive Stock Option may not be granted under the Plan after 10 years from April 7, 2026.”
3.Section 10.7 of the Plan is hereby amended and restated in its entirety to read as follows:
“10.7 Limitations on Liability. Notwithstanding any other provisions of the Plan, and to the fullest extent permitted by Applicable Laws and the Company’s certificate of incorporation and bylaws, (a) no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary, and (b) the Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.”
4.Section 10.15 of the Plan is hereby amended and restated in its entirety to read as follows:
“10.15 Conformity to Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.”
5.Section 11.2 of the Plan is hereby amended and restated in its entirety to read as follows:
“11.2 “Applicable Laws” means any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether U.S. or non-U.S. federal, state or local; and (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.”
6.Section 11.26 of the Plan is hereby amended and restated in its entirety to read as follows:
“11.26 “Overall Share Limit” means the sum of (a) 32,000,000 Shares and (b) Shares which, as of the original effective date of the Plan (the “Effective Date”), are subject to Prior Plan Awards which, on or following such date, become available for issuance under the Plan pursuant to Article IV (which aggregate number added to the Overall Share Limit shall not exceed 10,743,222 Shares).”
7.Effective as of the date on which the Company’s stockholders approve this Amendment, this Amendment shall be and is hereby incorporated in and forms a part of the Plan; provided that the Amendment is approved by the stockholders of the Company within twelve (12) months of the date hereof.
8.Except as expressly provided herein, all other terms and provisions of the Plan shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, I hereby certify that this Amendment was duly adopted by the Board of Directors of iHeartMedia, Inc. on April 7, 2026 and was approved by the stockholders of iHeartMedia, Inc. on June 4, 2026.
iHeartMedia, Inc.
By: __________________________
David Hillman
Executive Vice President, Chief Legal Officer and Secretary
Date: _________________________
