What the changes say
- iHeartMedia faces new risks regarding stock volatility and unverified public media commentary.
- The company expanded AI liability disclosures to cover copyright and publicity rights.
- Share counts for Class A and B stock were updated for dilution calculations.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
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
Acquisitions and radio asset sales are subject to FCC approvals, ownership rules, and potential third-party data security incidents.
- NewRisks Related to our Class A Common Stock
The price of our Class A common stock has been and may in the future be volatile
Class A common stock price has been volatile due to operational results, short sellers, short squeezes, and analyst reports.
- NewRisks Related to our Class A Common Stock
Information available in public media that is published by third parties, including blogs, articles, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate
Unreliable third-party media coverage from blogs, articles, and social media could negatively impact the trading price of Class A common stock.
Dropped
- DroppedRegulatory, Legislative and Litigation Risks
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
- DroppedRegulatory, Legislative and Litigation Risks
These requirements, and their application, interpretation and amendment, are constantly evolving and developing and have increased upfront compliance costs and liability exposure in the event of a cyberattack or security incident, which costs are likely to further increase in the future
Reworded
- 83% rewrittenRisks Related to Our Business
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
Expanded AI risks to explicitly include emerging ethical and legal challenges regarding copyrighted material and right of publicity violations.
Was: 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
- 81% rewrittenRisks Related to Our Business
Acquisitions, dispositions and other strategic investments or transactions could pose risks
Maintained strategic acquisition and disposition risks with minor structural wording updates.
- 65% rewrittenRegulatory, 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
Added specific language regarding the eight-year term of FCC broadcast licenses and unpredictable future enforcement actions.
- 51% rewrittenRegulatory, Legislative and Litigation Risks
Legislation and royalty audits may require us to pay additional royalties, including to additional parties such as record labels or recording artists
Streamlined music licensing and royalty cost risk by removing references to specific rate-setting and court decisions.
Was: 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
- 42% rewrittenRegulatory, Legislative and Litigation Risks
We are subject to a series of risks regarding scrutiny and regulation of environmental, social, and governance matters
Updated ESG scrutiny risk to note that stakeholder preferences and expectations may evolve over time.
- 26% rewrittenRisks Related to our Class A Common Stock
Conversion of shares of our Class B common stock and Special Warrants into our Class A common stock would cause significant dilution to our shareholders and may adversely impact the market price of our Class A common stock
Updated share counts as of February 25, 2026, showing 129,552,146 Class A shares, 21,090,196 Class B shares, and 5,038,369 Special Warrants.
All 30 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01Our results have been in the past, and could be in the future, adversely affected by economic or political uncertainty or deterioration in economic conditions and corresponding reduced spending by advertisers
- 02The 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
- 03In addition, disruptions to our operations and our customers’ operations from pandemics or public health crises may reduce demand for advertising, reduce our advertising revenue and adversely impact our business, results of operations and financial position
- 04We face intense competition in our business
- 05Alternative media and entertainment platforms and technologies may continue to increase competition with our operations
- 06Our business is dependent upon the performance of on-air talent, program hosts, and acquisition of programming
- 07Emerging industry trends may adversely impact our ability to generate revenue from our digital advertising inventory and materially adversely affect our business, operations, and financial condition
- 08If events occur that damage our reputation and brand, our ability to grow our user base, advertiser relationships, and partnerships may be impaired and our business may be harmed
- 09Our business is dependent on our management team and other key individuals
- 10Our financial performance may be adversely affected by many factors within or beyond our control
- 11Acquisitions, dispositions and other strategic investments or transactions could pose risks81% rewritten
- 12us 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 positionNew
- 13We 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 operations83% rewritten
- 14We have engaged in restructuring activities in the past and may implement further restructurings in the future and our restructuring efforts may not be successful or generate expected cost savings
Risks Related to our Indebtedness
- 15Our substantial indebtedness may adversely affect our financial health and operating flexibility
Regulatory, Legislative and Litigation Risks
- 16Extensive current government regulation, and future regulation, may limit our radio broadcasting and other operations or adversely affect our business and financial results65% rewritten
- 17Legislation and royalty audits may require us to pay additional royalties, including to additional parties such as record labels or recording artists51% rewritten
- 18Environmental, health, safety and land use laws and regulations may limit or restrict some of our operations
- 19We may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services
- 20We are subject to a series of risks regarding scrutiny and regulation of environmental, social, and governance matters42% rewritten
Risks Related to our Class A Common Stock
- 21We do not intend to pay dividends on our Class A common stock for the foreseeable future
- 22We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations
- 23Conversion of shares of our Class B common stock and Special Warrants into our Class A common stock would cause significant dilution to our shareholders and may adversely impact the market price of our Class A common stock26% rewritten
- 24Delaware law and certain provisions in our certificate of incorporation may prevent efforts by our stockholders to change the direction or management of our company
- 25Regulations imposed by the Communications Act and the FCC limit the foreign individuals or entities that may invest in our capital stock without FCC approval
- 26Direct or indirect ownership of our securities could result in the violation of the FCC’s media ownership rules by investors with “attributable interests” in other radio stations or in the same market as one or more of our broadcast stations
- 27Our certificate of incorporation grants us broad authority to comply with FCC Regulations
- 28The price of our Class A common stock has been and may in the future be volatileNew
- 29Information available in public media that is published by third parties, including blogs, articles, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurateNew
- 30FORWARD-LOOKING STATEMENTS
Other iHeartMedia 10-Ks
- FY2024 10-K risk factors29 risks
The business relies heavily on cyclical advertising revenue and faces intense digital platform competition. Substantial indebtedness of approximately $4.7 billion in secured debt creates financial pressure. Extensive FCC regulation and broadcast license dependency dictate operational constraints.
Filed Feb 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.