SEC Form 10-Q filed by Townsquare Media Inc.

8/6/25 6:05:34 AM ET

$TSQ

Broadcasting

Consumer Discretionary

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tsq-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______

Commission file number 001-36558

Townsquare Media, Inc.

(Exact name of registrant as specified in its charter)


Delaware		27-1996555
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Manhattanville Road
Suite 202
Purchase,	New York	10577
(Address of Principal Executive Offices, including Zip Code)

(203) 861-0900

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	TSQ	The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

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 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2025, the registrant had 16,445,452 outstanding shares of common stock consisting of: (i) 15,130,156 shares of Class A common stock, par value $0.01 per share and (ii) 815,296 shares of Class B common stock, par value $0.01 per share; and (iii) 500,000 shares of Class C common stock, par value $0.01 per share.

TOWNSQUARE MEDIA, INC.

INDEX


PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets as of June 3 0 , 2025 and December 31, 2024	2
	Consolidated Statements of Operations for the three and six months ended June 3 0 , 2025 and 2024	3
	Consolidated Statements of Stockholders' (Deficit) Equity for the three and six months ended June 3 0 , 2025 and 2024	4
	Consolidated Statements of Cash Flows for the six months ended June 3 0 , 2025 and 2024	6
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 4.	Controls and Procedures	39

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
	Signatures	42

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TOWNSQUARE MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in Thousands, Except Share and Per Share Data)

(unaudited)



	June 30, 2025		December 31, 2024

ASSETS
Current assets:
Cash and cash equivalents	$	3,183	$	32,990
Accounts receivable, net of allowance for credit losses of $3,756 and $3,924, respectively	59,752		60,635
Prepaid expenses and other current assets	13,965		11,822

Total current assets	76,900		105,447
Property and equipment, net	110,273		110,269
Intangible assets, net	158,846		162,156
Goodwill	152,903		152,903
Investments	725		725
Operating lease right-of-use assets	45,191		48,322
Other assets	568		592
Restricted cash	323		—
Total assets	$	545,729	$	580,414
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	9,931	$	4,451
Current portion of long-term debt	11,750		—
Deferred revenue	8,611		9,899
Accrued compensation and benefits	8,758		12,903
Accrued expenses and other current liabilities	26,398		26,572
Operating lease liabilities, current	8,153		9,026
Accrued interest	4,983		13,405
Total current liabilities	78,584		76,256
Long-term debt, net of discount and deferred finance costs of $27,342 and $1,680, respectively	427,971		465,756
Deferred tax liability	15,401		12,500
Operating lease liability, net of current portion	42,207		44,177

Other long-term liabilities	8,658		10,167
Total liabilities	572,821		608,856

Stockholders’ deficit:
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 16,003,264 and 15,386,219 shares issued and outstanding, respectively	160		154
Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 815,296 and 815,296 shares issued and outstanding, respectively	8		8
Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 500,000 and 500,000 shares issued and outstanding, respectively	5		5
Total common stock	173		167
Treasury stock, at cost; 965,399 and 965,399 shares of Class A common stock, respectively	(11,203)		(11,203)
Additional paid-in capital	316,168		307,000
Accumulated deficit	(335,257)		(327,819)
Non-controlling interest	3,027		3,413
Total stockholders’ deficit	(27,092)		(28,442)
Total liabilities and stockholders’ deficit	$	545,729	$	580,414

See Notes to Unaudited Consolidated Financial Statements

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in Thousands, Except Per Share Data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net revenue	$	115,448	$	118,225	$	214,123	$	217,858

Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation	82,829		85,512		158,645		162,407
Depreciation and amortization	4,558		5,014		8,973		9,949
Corporate expenses	6,198		6,482		10,920		11,699
Stock-based compensation	3,790		8,325		7,978		11,195
Transaction and business realignment costs	1,389		1,594		3,827		3,038

Impairment of intangible assets, investments, goodwill and long-lived assets	1,500		32,638		1,500		34,256

Net (gain) loss on sale and retirement of assets	(5,866)		30		(5,903)		44
Total operating costs and expenses	94,398		139,595		185,940		232,588
Operating income (loss)	21,050		(21,370)		28,183		(14,730)
Other expense (income):
Interest expense, net	12,652		9,212		22,891		18,243
(Gain) loss on repurchases and extinguishment of debt	—		(3)		1,452		(3)
Other expense (income), net	100		(546)		91		(4,697)
Income (loss) from operations before tax	8,298		(30,033)		3,749		(28,273)
Income tax provision	6,289		18,825		3,251		19,032


Net income (loss)	$	2,009	$	(48,858)	$	498	$	(47,305)

Net income (loss) attributable to:
Controlling interests	$	1,567	$	(49,244)	$	(415)	$	(48,108)
Non-controlling interests	$	442	$	386	$	913	$	803

Basic income (loss) per share	$	0.10	$	(3.26)	$	(0.03)	$	(3.04)





Diluted income (loss) per share	$	0.09	$	(3.26)	$	(0.03)	$	(3.04)


Weighted average shares outstanding:
Basic	16,225		15,097		16,057		15,829
Diluted	16,509		15,097		16,057		15,829

See Notes to Unaudited Consolidated Financial Statements

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

(in Thousands, Except Share Data)

(unaudited)


	Shares of Common Stock			Treasury Stock
	Class A	Class B	Class C	Class A
	Shares	Shares	Shares	Shares	Common Stock		Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Non- Controlling Interest		Total
Balance at January 1, 2025	15,386,219	815,296	500,000	965,399	$	167	$	(11,203)	$	307,000	$	(327,819)	$	3,413	$	(28,442)
Net (loss) income	—	—	—	—	—		—		—		(1,982)		471		(1,511)
Dividends declared ($0.20 per share)	—	—	—	—	—		—		—		(3,504)		—		(3,504)
Stock-based compensation	—	—	—	—	—		—		3,261		—		—		3,261
Common stock issued under exercise of stock options	104,034	—	—	—	1		—		690		—		—		691
ESPP shares issued	35,288	—	—	—	—		—		289		—		—		289
Issuance of restricted stock(1)	652,193	—	—	—	7		—		3,815		—		—		3,822
Shares withheld to satisfy tax withholdings	(177,915)	—	—	—	(2)		—		(1,430)		—		—		(1,432)

Balance at March 31, 2025	15,999,819	815,296	500,000	965,399	$	173	$	(11,203)	$	313,625	$	(333,305)	$	3,884	$	(26,826)
Net income	—	—	—	—	—		—		—		1,567		442		2,009

Dividends declared ($0.20 per share)	—	—	—	—	—		—		—		(3,519)		—		(3,519)
Stock-based compensation	—	—	—	—	—		—		2,586		—		—		2,586
Issuance of restricted stock(1)	9,236	—	—	—	0		—		0		—		—		0

Shares withheld to satisfy tax withholdings	(5,791)	—	—	—	—		—		(43)		—		—		(43)
Cash distributions to non-controlling interests	—	—	—	—	—		—		—		—		(1,299)		(1,299)
Balance at June 30, 2025	16,003,264	815,296	500,000	965,399	$	173	$	(11,203)	$	316,168	$	(335,257)	$	3,027	$	(27,092)

(1) Refer to Note 9, Stockholders' Deficit, in the accompanying Notes to Unaudited Consolidated Financial Statements for additional information related to shares issued.


	Shares of Common Stock			Treasury Stock
	Class A	Class B	Class C	Class A
	Shares	Shares	Shares	Shares	Common Stock		Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Non- Controlling Interest		Total
Balance at January 1, 2024	14,023,767	815,296	1,961,341	183,768	$	168	$	(2,177)	$	310,612	$	(302,193)	$	3,501	$	9,911
Net income	—	—	—	—	—		—		—		1,136		417		1,553
Conversion of common shares(1)	1,961,341	—	(1,961,341)	—	—		—		—		—		—		—
Settlement of options(2)	—	—	—	—	—		—		(6,902)		—		—		(6,902)
Dividends declared ($0.1975 per share)	—	—	—	—	—		—		—		(3,158)		—		(3,158)
Stock-based compensation	—	—	—	—	—		—		2,162		—		—		2,162
Treasury stock acquired at cost(3)	—	—	—	396,759	—		(4,299)		—		—		—		(4,299)
Common stock issued under exercise of stock options	263,053	—	—	—	3		—		2,202		—		—		2,205
ESPP shares issued	42,360	—	—	—	—		—		403		—		—		403
Issuance of restricted stock	143,737	—	—	—	1		—		(1)		—		—		—
Shares withheld to satisfy tax withholdings	(3,108)	—	—	—	—		—		(35)		—		—		(35)

Balance at March 31, 2024	16,431,150	815,296	—	580,527	$	172	$	(6,476)	$	308,441	$	(304,215)	$	3,918	$	1,840
Net (loss) income	—	—	—	—	—		—		—		(49,244)		386		(48,858)
Repurchase of stock (4)	(1,500,000)	—	—	—	(15)		—		(14,625)		—		—		(14,640)
Dividends declared ($0.1975 per share)	—	—	—	—	—		—		—		(3,174)		—		(3,174)
Stock-based compensation	—	—	—	—	—		—		2,717		—		—		2,717
Common stock issued under exercise of stock options	294,962	—	—	—	3		—		2,629		—		—		2,632
Treasury stock acquired at cost (3)	—	—	—	259,934	—		(3,353)		—		—		—		(3,353)
Issuance of restricted stock	72,690	—	—	—	1		—		(1)		—		—		—
Cash distributions to non-controlling interests	—	—	—	—	—		—		—		—		(1,300)		(1,300)
Balance at June 30, 2024	15,298,802	815,296	—	840,461	$	161	$	(9,829)	$	299,161	$	(356,633)	$	3,004	$	(64,136)

(1) During the three months ended March 31, 2024, direct holders of Class C Common Stock converted approximately 2.0 million shares into an equal number of Class A Common Stock. Except as expressly provided in our certificate of incorporation, the Class A common stock, Class B common stock and Class C common stock have equal economic rights and rank equally, share ratably and are identical in all respects as to all matters. Class C common stock is not redeemable, but is convertible 1:1 (including automatically upon certain transfers) into Class A common stock.

(2) During the three months ended March 31, 2024, the Company launched a program that offered certain holders a cash settlement of options. Refer to Note 9, Stockholders' Deficit, in the accompanying Notes to Unaudited Consolidated Financial Statements for additional information related to the settlement.

(3) Represents shares repurchased under the terms of the Company's stock repurchase plan pursuant to which the Company is authorized to repurchase up to $50 million of the Company’s issued and outstanding Class A common stock, the "Stock Repurchase Plan." Refer to Note 9, Stockholders' Deficit, in the accompanying Notes to Unaudited Consolidated Financial Statements for additional information related to the stock repurchases.

(4) On April 1, 2024, the Company repurchased 1.5 million shares of the Company’s Class A common stock from MSG National Properties, LLC (“MSG”) for total consideration in the aggregate amount of $14.6 million, or $9.76 per share. The shares were retired upon repurchase.

See Notes to Unaudited Consolidated Financial Statements

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in Thousands)

(unaudited)


	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	498	$	(47,305)


Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	8,973		9,949
Amortization of debt discount and deferred financing costs	2,011		990
Non-cash lease income	(849)		(248)
Net deferred taxes and other	2,901		18,635
Allowance for credit losses	1,869		2,686
Stock-based compensation expense	7,978		11,195
Loss (gain) on extinguishment and repurchase of debt	1,452		(3)

Trade and barter activity, net	(267)		(575)
Impairment of intangible assets, investments, goodwill and long-lived assets	1,500		34,256

Net (gain) loss on sale and retirement of assets	(5,903)		44




Gain on sale of investment	—		(4,009)
Unrealized gain on investment	—		(202)

Amortization of content rights	739		2,445
Change in content rights liabilities	(833)		(2,464)

Other	1,391		2,150
Changes in assets and liabilities
Accounts receivable	(860)		(2,857)
Prepaid expenses and other assets	(1,762)		(527)
Accounts payable	5,399		(365)
Accrued expenses	(5,892)		(12,778)
Accrued interest	(8,422)		(377)
Other long-term liabilities	206		44


Net cash provided by operating activities	10,129		10,684

Cash flows from investing activities:

Purchases of property and equipment	(8,265)		(8,679)




Net proceeds from sale of assets and investment related transactions	6,349		4,408
Proceeds from insurance recoveries	10		278


Net cash used in investing activities	(1,906)		(3,993)

Cash flows from financing activities:

Repayment and repurchases of 2026 Notes	(467,436)		(13,589)

Proceeds from Term Loan	446,400		—

Repayment of Term Loan	(2,938)		—
Deferred financing costs	(4,676)		—

Borrowings under the revolving credit facility	10,000		—
Repayment of borrowings under the revolving credit facility	(10,000)		—
Dividend payments	(6,558)		(6,256)
Proceeds from stock options exercised	691		4,773
Shares withheld in lieu of employee tax withholding	(1,475)		(35)
Withholdings for shares issued under the ESPP	289		403

Repurchases of stock	—		(22,133)
Cash distribution to non-controlling interests	(1,299)		(1,300)
Repayments of capitalized obligations	(705)		(1,085)
Net cash used in financing activities	(37,707)		(39,222)

Cash and cash equivalents and restricted cash:
Net decrease in cash, cash equivalents and restricted cash	(29,484)		(32,531)
Beginning of period	32,990		61,549
End of period	$	3,506	$	29,018

See Notes to Unaudited Consolidated Financial Statements

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in Thousands)

(unaudited)


	Six Months Ended June 30,
	2025		2024
Supplemental Disclosure of Cash Flow Information:
Cash payments:
Interest	$	29,340	$	18,244
Income taxes	785		684

Supplemental Disclosure of Non-cash Activities:

Dividends declared, but not paid during the period	$	3,519	$	3,174
Accrued financing costs	849		—
Property and equipment acquired in exchange for advertising (1)	522		587
Accrued capital expenditures	212		124

Supplemental Disclosure of Cash Flow Information relating to Leases:
Cash paid for amounts included in the measurement of operating lease liabilities, included in operating cash flows	$	6,110	$	6,094
Right-of-use assets obtained in exchange for operating lease obligations	1,899		3,524

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	3,183	$	28,511
Restricted cash	323		507
	$	3,506	$	29,018

(1) Represents total advertising services provided by the Company in exchange for property and equipment during each of the six months ended June 30, 2025 and 2024, respectively.

See Notes to Unaudited Consolidated Financial Statements

TOWNSQUARE MEDIA, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Basis of Presentation

Description of the Business

Townsquare is a community-focused digital and broadcast media and digital marketing solutions company principally focused outside the top 50 markets in the U.S. Townsquare Ignite, our robust digital advertising division, specializes in helping businesses of all sizes connect with their target audience through data-driven, results based strategies, by utilizing a) our proprietary digital programmatic advertising technology stack with an in-house demand and data management platform and b) our owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data. Townsquare Interactive, our subscription digital marketing services business, partners with small and medium-sized businesses (“SMBs”) to help manage their digital presence by providing a SAAS business management platform, website design, creation and hosting, search engine optimization and other digital services. And through our portfolio of local radio stations strategically situated outside the Top 50 markets in the United States, we provide effective advertising solutions for our clients and relevant local content for our audiences.

Current economic challenges, including high and sustained inflation and interest rates, and enacted and proposed tariffs have caused and could continue to cause economic uncertainty and volatility. These factors could result in advertising and subscription digital marketing solutions cancellations, declines in the purchase of new advertising by our clients, declines in the addition of new digital marketing solutions subscribers, and increases to our operating expenses. We monitor economic conditions closely, and in response to observed or anticipated reductions in revenue, we may institute precautionary measures to address the potential impact to our consolidated financial position, consolidated results of operations, and liquidity, including wage reduction efforts and controlling non-essential capital expenditures.

The extent of the impact of current economic conditions will depend on future actions and outcomes, all of which remain fluid and cannot be predicted with confidence (including effects on advertising activity, consumer discretionary spending and our employees in the markets in which we operate).

Basis of Presentation

The accompanying Unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto included in the Company's Annual Report on Form 10-K (the "2024 Annual Report on Form 10-K"). The accompanying unaudited interim Consolidated Financial Statements include the consolidated accounts of the Company and its wholly-owned subsidiaries, with all significant intercompany balances and transactions eliminated in consolidation. These financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. All adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of results of operations and financial condition as of the end of the interim periods have been included. The results of operations for the three and six months ended June 30, 2025, cash flows for the six months ended June 30, 2025, and the Company’s financial condition as of such date are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition as of, any other interim period or for the fiscal year ending December 31, 2025. The Consolidated Balance Sheet as of December 31, 2024 is derived from the audited Consolidated Financial Statements at that date.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its significant estimates, including those related to assumptions used in determining the fair value of assets and liabilities acquired in a business combination, impairment testing of intangible assets, valuation and impairment testing of long-lived tangible assets and investments, the present value of leasing arrangements, share-based payment expense and the calculation of allowance for credit losses and income taxes. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual amounts and results may differ materially from these estimates under different assumptions or conditions.

Note 2. Summary of Significant Accounting Policies

There have been no significant changes in the Company’s accounting policies since December 31, 2024. For the Company's detailed accounting policies please refer to the Consolidated Financial Statements and related notes thereto included in the Company's 2024 Annual Report on Form 10-K.

Recently Issued Standards That Have Not Yet Been Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional categories of information about federal and state income taxes in the rate reconciliation table and to provide more details about reconciling items in some categories if items meet a quantitative threshold. The guidance also requires the disclosure of income taxes paid, net of refunds, disaggregated by federal and state taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. As this update only requires additional disclosures, the adoption of this standard is not expected to have a significant impact on the Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires the disclosure in the notes to financial statements, information about certain costs and expenses including, purchases of inventory, employee compensation, depreciation and intangible asset amortization. The guidance also requires a qualitative description of amounts remaining in certain expense captions that are not separately disaggregated on a quantitative basis, as well as the disclosure of the total amount of selling expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating this new standard, but does not expect it to have a significant impact on the Consolidated Financial Statements as its impact relates to additional disclosures.

Note 3. Revenue Recognition

The following tables present a disaggregation of our revenue by reporting segment and revenue from political sources and all other sources (in thousands) for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30, 2025										Three Months Ended June 30, 2024
	Digital Advertising		Subscription Digital Marketing Solutions		Broadcast Advertising		Other		Total		Digital Advertising		Subscription Digital Marketing Solutions		Broadcast Advertising		Other		Total
Net Revenue (ex Political)	$	42,429	$	18,767	$	48,237	$	5,459	$	114,892	$	41,377	$	18,515	$	52,321	$	4,553	$	116,766
Political	109		—		447		—		556		147		—		1,312		—		1,459
Net Revenue	$	42,538	$	18,767	$	48,684	$	5,459	$	115,448	$	41,524	$	18,515	$	53,633	$	4,553	$	118,225


	Six Months Ended June 30, 2025										Six Months Ended June 30, 2024
	Digital Advertising		Subscription Digital Marketing Solutions		Broadcast Advertising		Other		Total		Digital Advertising		Subscription Digital Marketing Solutions		Broadcast Advertising		Other		Total
Net Revenue (ex Political)	$	79,131	$	37,789	$	89,034	$	7,046	$	213,000	$	75,461	$	36,768	$	96,788	$	6,322	$	215,339
Political	158		—		965		—		1,123		219		—		2,300		—		2,519
Net Revenue	$	79,289	$	37,789	$	89,999	$	7,046	$	214,123	$	75,680	$	36,768	$	99,088	$	6,322	$	217,858

Revenue from contracts with customers is recognized as an obligation until the terms of a customer contract are satisfied; this occurs with the transfer of control as we satisfy contractual performance obligations. Our contractual performance obligations include the performance of digital marketing solutions, placement of internet-based advertising campaigns, broadcast of commercials on our owned and operated radio stations, and the operation of live events. Revenue is measured at contract inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Our contracts are at a fixed price at inception and do not include any variable consideration or financing components by normal course of business practice. Sales, value add, and other taxes that are collected concurrently with revenue producing activities are excluded from revenue.

The primary sources of net revenue are the sale of digital and broadcast advertising solutions on our owned and operated websites, radio stations’ online streams, and mobile applications, radio stations, and on third-party websites through our in-house digital programmatic advertising platform. Through our digital programmatic advertising platform, we are able to hyper-target audiences for our local, regional and national advertisers by combining first and third-party audience and geographic location data, providing them the ability to reach a high percentage of their online audience. We deliver these solutions across desktop, mobile, connected TV, email, paid search and social media platforms utilizing display, video and native executions. We also offer subscription digital marketing solutions through Townsquare Interactive to small and medium-sized local and regional businesses in markets outside the top 50 across the United States, including, but not limited to the markets in which we operate radio stations. Our digital marketing solutions include a SAAS business management platform, traditional and mobile-enabled website development and hosting services, e-commerce platforms, search engine and online directory optimization services, online reputation monitoring, and social media management.

Political net revenue includes the sale of advertising for political advertisers. Contracted performance obligations under political contracts consist of the broadcast and placement of digital advertisements. Management views political revenue separately based on the episodic nature of election cycles and local issues calendars.

Net revenue for digital advertisements are recognized as the contractual performance obligations for Townsquare services are satisfied over the duration of the campaigns based on impressions delivered or time elapsed. Net revenue for broadcast advertisements are recognized when the commercial is broadcast. Live events revenue and other non-broadcast advertising revenue are recognized as events are conducted. We measure progress towards the satisfaction of our contractual performance obligations in accordance with the contractual arrangement. We recognize the associated contractual revenue as delivery takes place and the right to invoice for services performed is met.

Net revenue from digital subscription-based contractual performance obligations is recognized ratably over time as our performance obligations are satisfied. Subscription-based service fees are typically billed in advance of the month of service at a fixed monthly fee that is contractually agreed upon at contract inception. The measure of progress in such arrangements is the number of days of successful delivery of the contracted service.

Our advertising contracts are short-term (less than one year) and payment terms are generally net 30-60 days for traditional customer contracts and net 60-90 days for national agency customer contracts. Our billing practice is to invoice customers on a monthly basis for services delivered to date (representing the right to invoice). Our contractual arrangements do not include rights of return and do not include any significant judgments by nature of the products and services.

For all customer contracts, we evaluate whether we are the principal (i.e., report revenue on a gross basis) or the agent (i.e., report revenue on a net basis). Generally, we report revenue for advertising placed on Townsquare properties on a gross basis (the amount billed to our customers is recorded as revenue, and the amount paid to our publishers is recorded as a cost of revenue). We are the principal because we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory, being primarily responsible to our customers, having discretion in establishing pricing, or a combination of these factors. We also generate revenue through

agency relationships in which revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies.

The following tables provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands):


	June 30, 2025		December 31, 2024
Accounts Receivable	$	59,752	$	60,635
Short-term contract liabilities (deferred revenue)	$	8,611	$	9,899
Contract Acquisition Costs	$	8,483	$	7,291

We receive payments from customers based upon contractual billing schedules; contract receivables are recognized in the period the Company provides services when the Company’s right to consideration is unconditional. Payment terms vary by the type and location of our customer and the products or services offered. Payment terms for amounts invoiced are typically net 30-60 days.

Our contract liabilities include cash payments received or due in advance of satisfying our performance obligations and digital subscriptions in which payment is received in advance of the service and month. These contract liabilities are recognized as revenue as the related performance obligations are satisfied. As of June 30, 2025, and December 31, 2024, the balance in the contract liabilities was $8.6 million and $9.9 million, respectively. The decrease in the contract liabilities balance at June 30, 2025 is primarily driven by $1.3 million and $7.6 million of recognized revenue for the three and six months ended June 30, 2025, offset by cash payments received or due in advance of satisfying our performance obligations. For the three and six months ended June 30, 2024, we recognized $1.3 million and $7.1 million of revenue that was previously included in our deferred revenue balance. No significant changes in the time frame of the satisfaction of contract liabilities have occurred during the three and six months ended June 30, 2025.

Our capitalized contract acquisition costs include amounts related to sales commissions paid for signed contracts with perceived durations exceeding one year. We defer the related sales commission costs and amortize such costs to expense in a manner that is consistent with how the related revenue is recognized over the duration of the related contracts. We have evaluated the average customer contract duration (initial term and any renewals) to determine the appropriate amortization period for these contractual arrangements. Capitalized contract acquisition costs are recognized in prepaid expenses and other current assets in the accompanying consolidated balance sheets. As of June 30, 2025 and December 31, 2024, we had a balance of $8.5 million and $7.3 million, respectively, in capitalized contract acquisition costs and recognized $1.2 million and $2.3 million of amortization for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2024, we recognized $0.7 million and $2.2 million of amortization, respectively. No impairment losses have been recognized or changes made to the time frame for performance of the obligations related to deferred contract assets during the three and six months ended June 30, 2025 and 2024.

Arrangements with Multiple Performance Obligations

In contracts with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the contract at contract inception. When multiple performance obligations are identified, we identify how control transfers to the customer for each distinct contract obligation and determine the period when the obligations are satisfied. If obligations are satisfied in the same period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract do not run concurrently, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers. Performance obligations that are not distinct at contract inception are combined.

Performance Obligations

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Amounts related to performance obligations with expected durations of greater than one year are at a fixed price per unit and do not include any upfront or minimum payments requiring any estimation or allocation of revenue.

Allowance for Credit Losses

The Company maintains an allowance for credit losses, which represents the portion of accounts receivable that is not expected to be collected over the duration of its contractual life. Credit losses are recorded when the Company believes a customer, or group of customers, may not be able to meet their financial obligations. Account balances are charged off against the allowance when it is probable the receivable will not be recovered.

The change in the allowance for credit losses for the six months ended June 30, 2025 was as follows (in thousands):


Balance at December 31, 2024	$	3,924
Provision for credit losses	1,869
Amounts written off against allowance, net of recoveries	(2,037)
Balance at June 30, 2025	$	3,756

Note 4. Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):


	June 30, 2025		December 31, 2024
Land and improvements	$	18,147	$	18,544
Buildings and leasehold improvements	60,125		59,526
Broadcast equipment	114,407		111,253
Computer and office equipment	27,023		26,538
Furniture and fixtures	22,454		22,403
Transportation equipment	18,371		18,638
Software development costs	56,136		52,332
Total property and equipment, gross	316,663		309,234
Less accumulated depreciation and amortization	(206,390)		(198,965)
Total property and equipment, net	$	110,273	$	110,269

Depreciation and amortization expense for property and equipment was $4.0 million and $4.4 million for the three months ended June 30, 2025 and 2024, respectively and $7.9 million and $8.7 million for the six months ended June 30, 2025 and 2024, respectively.

During the six months ended June 30, 2025, there were no impairment charges related to long-lived assets.

During the three and six months ended June 30, 2025, the Company recognized net gains on the sales of assets of $5.9 million, including a $5.6 million gain on the sale of land in the Boise, ID, market.

During the six months ended June 30, 2024, the Company recognized $0.3 million in impairment charges related to ROU assets associated with tower and land leases in 3 local markets.

The Company had no material right of use assets related to its finance leases as of June 30, 2025 and December 31, 2024.

Note 5. Goodwill and Other Intangible Assets

Indefinite-lived intangible assets

Indefinite-lived assets consist of FCC broadcast licenses and goodwill.

FCC Broadcast Licenses

FCC licenses represent a substantial portion of the Company’s total assets. The FCC licenses are renewable in the ordinary course of business, generally for a maximum of eight years. The fair value of FCC licenses is primarily dependent on the future cash flows of the radio markets and other assumptions, including, but not limited to, forecasted revenue growth rates, profit margins and a risk-adjusted discount rate. The Company has selected December 31st as the annual testing date.

The Company evaluates its FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Due to changes in third-party forecasted traditional broadcast revenues in the markets in which we operate, the Company quantitatively evaluated the fair value of its FCC licenses at June 30, 2025.

The key assumptions used in applying the direct valuation method are summarized as follows:


	June 30, 2025
Discount Rate	14.3%
Long-term Revenue Growth Rate	(2.5)%
	Low	High
Mature Market Share*	20.6%	72.7%
Operating Profit Margin	27.4%	47.9%

Based on the results of the interim impairment assessments of our FCC licenses, as of June 30, 2025 we incurred impairment charges of $1.5 million for FCC licenses in 4 of our 74 local markets for the three and six months ended June 30, 2025. The impairment charges were primarily driven by decreases in third-party forecasts of broadcast revenues. The Company recorded an impairment charge of $28.4 million and $29.7 million for FCC licenses in 26 of our 74 local markets for the three and six months ended June 30, 2024.

The assumptions used to estimate the fair value of our FCC licenses are dependent upon the expected performance and growth of our traditional broadcast radio operations. In the event broadcast radio revenue experiences actual or anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material.

Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results. For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment would cause the estimated fair values of our FCC licenses to decrease by $20.5 million which would have resulted in an incremental impairment charge of $3.2 million as of June 30, 2025. Further, a 100-basis point decline in the long-term revenue growth rate would cause the estimated fair values of our FCC licenses to further decrease by $10.4 million which would have resulted in an impairment charge of $3.9 million as of June 30, 2025. Finally, a 100-basis point decline in operating profit margins would result in a decrease in the estimated fair values of our FCC licenses of $20.2 million which would result in an incremental impairment charge of $6.0 million. Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast radio operations. In the event broadcast radio revenue experiences actual or anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material.

Goodwill

For goodwill impairment testing, the Company has selected December 31st as the annual testing date. In addition to the annual impairment test, the Company regularly assesses whether a triggering event has occurred, which would require interim impairment testing. As of December 31, 2024, the fair values of our National Digital, Townsquare Ignite, Analytical Services, and Townsquare Interactive reporting units were in excess of their respective carrying values by approximately 39%, 59%, 149%, and 128%, respectively. The Local Advertising, Amped, and Live Events reporting units had no goodwill as of December 31, 2024.

The Company considered whether any events have occurred or circumstances have changed from the last quantitative analysis performed as of December 31, 2024 that would indicate that the fair value of the Company's reporting units may be below their carrying amounts. Based on such analysis, the Company determined that there have been no indicators that the fair value of its reporting units may be below their carrying amounts as of June 30, 2025.

Definite-lived intangible assets

The Company’s definite-lived intangible assets were acquired primarily in various acquisitions as well as in connection with the acquisition of software and music licenses.

The following tables present details of our intangible assets as of June 30, 2025 and December 31, 2024, respectively (in thousands):


	June 30, 2025
	Weighted Average Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible Assets:
FCC licenses	Indefinite	$	148,883	$	—	$	148,883

Content rights and other intangible assets	1 - 8	22,488		(12,525)		9,963







Total		$	171,371	$	(12,525)	$	158,846


	December 31, 2024
	Weighted Average Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible Assets:
FCC licenses	Indefinite	$	150,383	$	—	$	150,383

Content rights and other intangible assets	2 - 8	22,488		(10,715)		11,773






Total		$	172,871	$	(10,715)	$	162,156

Amortization of definite-lived intangible assets was $0.9 million and $1.8 million for the three months ended June 30, 2025 and 2024, respectively and $1.8 million and $3.7 million for the six months ended June 30, 2025 and 2024, respectively.

Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of June 30, 2025 is as follows (in thousands):


2025 (remainder)	$	1,799
2026	3,195
2027	1,978
2028	1,880
2029	646
Thereafter	465
	$	9,963

Note 6. Investments

Long-term investments consist of minority holdings in various companies. As management does not exercise significant influence over operating and financial policies of the investees, the investments are not consolidated or accounted for under the equity method of accounting. The initial valuation of equity securities is based upon an estimate of market value at the time of investment, or upon a combination of valuation analyses using both observable and unobservable inputs categorized as Level 2 and Level 3 within the ASC 820 framework.

In accordance with ASC 321, Investments - Equity Securities, the Company measures its equity securities at cost minus impairment, as their fair values are not readily determinable and the investments do not qualify for the net asset value per share practical expedient. The Company monitors its investments for any subsequent observable price changes in orderly transactions for the identical or a similar investment of the same investee, at which time the Company would adjust the then current carrying values of the related investment. Additionally, the Company evaluates its investments for any indicators of impairment.

Equity securities measured at cost minus impairment

During the three and six months ended June 30, 2025, there were no impairment charges or observable price changes in orderly transactions for the Company's investees. During the three and six months ended June 30, 2024, the Company recorded $1.6 million of impairment charges for existing investments as the Company became aware of objective evidence to indicate that the fair value of the investments were below their carrying amounts.

In February of 2024, one of the Company’s investees announced the completion of its acquisition in a private transaction. The Company recognized a $4.0 million gain on the transaction during the three and six months ended June 30, 2024, based on total cash consideration received in the amount of $4.0 million.

Equity securities measured at fair value

During the three and six months ended June 30, 2024, the Company recorded an unrealized gain of $0.4 million and $0.2 million as a result of changes in the fair value of a former investee's common stock during the period, respectively.

Unrealized gains and losses are included as a component of other expense (income) on the Unaudited Consolidated Financial Statements. The market price of the investee's common stock was categorized as Level 1 within the ASC 820 framework.

Note 7. Long-Term Debt

Total debt outstanding is summarized as follows (in thousands):


	June 30, 2025		December 31, 2024
Term Loan	$	467,063	$	—
2026 Notes	—		467,436

Revolver	—		—
Debt before unamortized discount and deferred financing costs	$	467,063	$	467,436
Unamortized discount and deferred financing costs	(27,342)		(1,680)
Total Debt	$	439,721	$	465,756
Less: current portion of long-term debt	(11,750)		—
Total long-term debt	$	427,971	$	465,756

On February 19, 2025, the Company entered into a $490 million Credit Agreement with Bank of America, N.A., as administrative agent and collateral agent and the lenders and financial institutions party thereto. The Credit Agreement provides for a five-year, $470 million senior secured Term Loan Facility (the "Term Loan") and a five-year, $20 million Revolving Credit Facility (the "Revolver"), together the Senior Secured Credit Facility.

The Company used the approximately $453 million of net proceeds from the Senior Secured Credit Facility (after giving effect to original issue discount, fees, expenses and $10 million of the Revolving Credit Facility that was drawn at closing), together with cash on hand, to redeem all of the Company’s outstanding 2026 Notes on February 19, 2025, and to pay fees and expenses related thereto.

The Company incurred approximately $5.5 million of fees and expenses in connection with the Senior Secured Credit Facility, which were capitalized and are being amortized over the remaining term of the Senior Secured Credit Facility, along with an original issue discount of $23.5 million, using the effective interest method. The Company recognized a $1.5 million loss on the early extinguishment of debt during the six months ended June 30, 2025, comprised of unamortized deferred financing fees previously capitalized in connection with the issuance of the 2026 Notes.

The Term Loan Facility and revolving loans incurred under the Revolving Credit Facility mature on February 19, 2030. The initial per annum interest rate applicable to the Term Loan Facility is based on current SOFR levels with a 0.50% per annum SOFR floor and an applicable margin of 500 basis points (or an alternative base rate and an applicable margin of 400 basis points). The per annum interest rate applicable to the Revolving Credit Facility is based on current SOFR levels and an applicable margin of 375 basis points (or an alternative base rate and an applicable margin of 275 basis points). As of June 30, 2025, the interest rate on the Term Loan was 9.32%, based on current SOFR levels and the applicable margin of 500 basis points. As of June 30, 2025, borrowings under the Revolving Credit Facility had an interest rate of approximately 8.00%, based on then current SOFR levels and the applicable margin of 375 basis points.

Subject to certain exceptions, the Senior Secured Credit Facility will be subject to mandatory pre-payments in amounts equal to (1) 100% of the net cash proceeds from issuances or incurrence of debt by the Company or any of the subsidiary guarantors (other than with respect to certain permitted indebtedness); (2) 100% of the net cash proceeds from certain sales or other dispositions of assets by the Company or any of the subsidiary guarantors in excess of a certain amount and subject to customary reinvestment provisions and certain other exceptions; and (3) 75% (with step-downs to 50%, 25% and 0% based upon achievement of specified first lien net leverage ratios) of annual excess cash flow of the Company and its subsidiaries subject to exceptions and limitations.

The obligations of the Company under the Senior Secured Credit Facility are guaranteed by each of its direct and indirect, existing and future, domestic subsidiaries, subject to customary exceptions and limitations, pursuant to a security agreement, dated as of February 19, 2025 (the “Security Agreement”), by and between the Company, the guarantors party thereto and Bank of America, N.A., as collateral agent.

The Senior Secured Credit Facility is secured on a first priority basis by a perfected security interest in substantially all of the Company’s and each guarantor’s tangible and intangible assets (subject to certain exceptions).

The Senior Secured Credit Facility contains a number of customary affirmative and negative covenants that, among other things, limit or restrict the ability of the Company and the guarantors to: (1) incur additional indebtedness (including guarantee obligations); (2) incur liens; (3) engage in mergers or other fundamental changes; (4) sell certain property or assets; (5) pay dividends or other distributions; (6) make acquisitions, investments, loans and advances; (7) prepay certain indebtedness; (8) change the nature of their business; (9) engage in certain transactions with affiliates; and (10) incur restrictions on contractual obligations limiting interactions between the Company and its subsidiaries or limit actions in relation to the Senior Secured Credit Facility.

The Senior Secured Credit Facility contains customary events of default, including with respect to nonpayment of principal, interest, fees or other amounts; material inaccuracy of a representation or warranty when made; failure to perform or observe covenants; cross-default to other indebtedness in an amount equal to the greater of $15 million or 15% of the Company’s four quarter consolidated EBITDA; bankruptcy and insolvency events; inability to pay debts; monetary judgment defaults in an amount equal to the greater of $15 million or 15% of the Company’s four quarter consolidated EBITDA; actual or asserted invalidity or impairment of any definitive loan documentation; and change of control.

During the three months ended June 30, 2025, the Company repaid all amounts outstanding under the Revolving Credit Facility, with $20.0 million of available borrowing capacity as of June 30, 2025.

The Company was in compliance with its covenants under the Senior Secured Credit Facility as of June 30, 2025.

As of June 30, 2025, based on available market information, the estimated fair value of the Term Loan was $415.7 million. The Company used Level 2 measurements under the fair value measurement hierarchy established under Fair Value Measurement (Topic 820).

Annual maturities of the Company's long-term debt as of June 30, 2025 are as follows (in thousands):


2025 (remainder)	$	5,875
2026	11,750
2027	13,513
2028	17,625
2029	22,325
Thereafter	395,975
	$	467,063

Note 8. Income Taxes

The Company's effective tax rate for the three months ended June 30, 2025 and 2024 was approximately 75.8% and 62.7%, respectively. The Company's effective tax rate for the six months ended June 30, 2025 and 2024 was approximately 86.7% and 67.3%, respectively.

The change in the effective tax rate for the three and six months ended June 30, 2025, is driven by the valuation allowance for interest expense carryforwards and non-deductible compensation costs recorded during the six months ended June 30, 2025.

On July 4, 2025, the U.S. enacted a budget reconciliation package known as the One Big Beautiful Bill Act of 2025 ("OBBBA"). The Act includes a broad range of tax reform provisions, including extending and modifying various provisions of the Tax Cuts and Jobs Act and expanding certain incentives in the Inflation Reduction Act while accelerating the phase-out of other incentives. The legislation has multiple effective dates, with certain provisions effective in 2025 and other provisions effective in 2026 and subsequent years.

The Company is evaluating the potential impacts of the OBBBA on its consolidated financial statements, and expects an increase in its interest expense deduction which will decrease the deferred tax asset and corresponding valuation allowance related to the interest expense carryforward.

The effective tax rate may vary significantly from period to period, and can be influenced by many factors. These factors include, but are not limited to, changes to the statutory rates in the jurisdictions where the Company has operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21% primarily relates to certain non-deductible items, state and local income taxes and the valuation allowance for deferred tax assets.

Note 9. Stockholders' Deficit

Stock Options

During the six months ended June 30, 2025, eligible option holders tendered 104,034 options to purchase 104,034 shares of Townsquare common stock.

During the six months ended June 30, 2025, the Company granted 72,521 and 149,573 options with grant date fair values of $1.03 and $1.16 and vesting periods of four-years and three-years, respectively, each with ten-year terms. The Company also granted 148,528 options with grant date fair values of $1.09 to $1.27, respectively. These options contain

market conditions whereby the options will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") over a specified period and continued employment through the performance period each as observed and summarized below, respectively:


VWAP over 20 consecutive trading days of the three-year performance period
VWAP						Number of Options that Vest
$8.24						49,504
$9.62						49,504
$10.99						49,520
						148,528

No portion of the grants will vest unless the VWAP targets are achieved during the respective performance period.

The grant date fair value of stock options with market conditions is estimated using the Monte Carlo option pricing model, while stock options containing only service conditions is estimated using the Black-Scholes option pricing model. Each model requires an estimate of the expected term of the option, the expected volatility of the Company’s common stock price, dividend yield and the risk-free interest rate. The below table summarizes the assumptions used to estimate the fair value of the equity options granted:


	Monte Carlo Model	Black-Scholes Model

Expected volatility	49.5%	49.4% - 49.5%
Expected term	6.0 years	6.0 - 6.25 years
Risk free interest rate	4.04%	3.87% - 4.04%
Expected dividend yield	11.54%	11.54% - 12.01%

For options only containing service conditions, the expected term was calculated using the simplified method, defined as the midpoint between the vesting period and the contractual term of each award, due to the lack of sufficient and meaningful historical exercise data. For options with market-based conditions, the expected term was estimated based on when the options are expected to be exercised. The expected volatility was based on market conditions of the Company. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the expected term of the option.

The following table summarizes all option activity for the six months ended June 30, 2025:


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)




Outstanding at December 31, 2024	6,984,335	$	7.30	6.02	$	12,779
Granted - service conditions	222,094	6.84
Granted - market conditions	148,528	6.93
Exercised	(104,034)	6.64			234

Forfeited and expired	(72,153)	8.44
Outstanding at June 30, 2025	7,178,770	$	7.28	5.82	$	5,484

Exercisable at June 30, 2025	4,691,949	$	7.07	5.04	$	4,436

The maximum contractual term of stock options is 10 years.

Restricted Stock Awards

During the six months ended June 30, 2025, the Company granted 102,556 shares, including 71,505 shares to non-employee directors, with vesting periods of one to three years. The fair value of the restricted stock awards is equal to the closing share price on the date of grant.

The following table summarizes restricted stock activity for the six months ended June 30, 2025:


	Number of Shares	Weighted Average Fair Value








Non-vested balance at January 1, 2025	127,348	$	10.44
Shares granted	102,556	8.93
Shares vested	(103,859)	10.02

Non-vested balance at June 30, 2025	126,045	$	9.56

Restricted Stock Units

The following table summarizes restricted stock unit activity for the six months ended June 30, 2025:


	Number of Shares	Weighted Average Fair Value








Non-vested balance at January 1, 2025	655,033	$	7.17
Shares granted - service conditions	266,153	9.01
Shares granted - market conditions	331,087	9.07
Bonus shares granted	479,749	7.97
Shares vested	(558,873)	8.12
Shares forfeited	(781)	8.32
Non-vested balance at June 30, 2025	1,172,368	$	7.55

During the six months ended June 30, 2025, the Company granted 266,153 stock units with vesting periods ranging from vested at grant date to three years, and 479,749 stock units that vested at the grant date. The fair values of these restricted stock units were equal to the closing share price on the date of grant.

During the six months ended June 30, 2025, the Company granted 331,087 restricted stock units with a vesting period of three years and grant date fair values ranging from $6.75 - $7.47. The stock units contain market conditions whereby the stock units will vest subject to the achievement of a specified VWAP, subject to continued employment or service through the end of the performance period as observed and summarized below:


VWAP over a period of 20 consecutive trading days of the three-year performance period
	VWAP	Number of Shares that Vest
	$9.98	110,351
	$10.43	110,351
	$10.88	110,385

The grant date fair value of the restricted stock units with market conditions is estimated using the Monte Carlo option pricing model. The below table summarizes the assumptions used to estimate the fair value of the restricted stock units granted:


			Monte Carlo Model

Expected volatility			42.0%
Risk free interest rate			4.46%
Expected dividend yield			8.7%

The expected volatility was based on market conditions of the Company. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the vesting period of the restricted stock units.

Employee Stock Purchase Plan

During the six months ended June 30, 2025, a total of 35,288 shares of Class A common stock were issued under the 2021 Employee Stock Purchase Plan (the "ESPP").

For the three months ended June 30, 2025 and 2024, the Company recognized approximately $2.6 million and $2.7 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP. For the six months ended June 30, 2025 and 2024, the Company recognized approximately $5.8 million and $4.9 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP.

As of June 30, 2025, total unrecognized stock-based compensation expense related to our stock options and restricted stock was $2.9 million and $4.9 million, respectively, and is expected to be recognized over a weighted average period of 1.6 years and 1.8 years, respectively.

Dividends Declared

On April 29, 2025, the board of directors approved a quarterly cash dividend of $0.20 per share. The dividend of $3.3 million was paid to holders of record as of July 18, 2025, on August 1, 2025.

On August 4, 2025, the board of directors approved a quarterly cash dividend of $0.20 per share. The dividend will be payable on November 3, 2025 to shareholders of record as of the close of business on October 27, 2025.

Stock Repurchase Plan

On December 10, 2024, the Board of Directors authorized and approved a stock repurchase plan, pursuant to which the Company is authorized to repurchase up to $50 million of the Company’s issued and outstanding Class A common stock over a three-year period (the "Stock Repurchase Plan"). Repurchases of common stock under the repurchase plan may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations. Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions, and may be funded from cash on hand, available borrowings or proceeds from potential debt or other capital markets sources. The Stock Repurchase Plan has substantially the same terms as, and was intended to replace, the 2021 Stock Repurchase Plan, which expired on December 16, 2024.

During the six months ended June 30, 2025 there were no shares of Class A common stock repurchased. As of June 30, 2025, a total of 2,491,022 shares were repurchased under the 2021 Stock Repurchase Plan.

Stock Bonus Program

In 2024, the Company implemented a stock bonus program that offered certain employees the option to receive their annual incentive compensation in the form of the Company's Class A common stock. The incentive compensation to be paid to each employee is fixed at the time of election to participate in the program and the number of shares to be issued is determined based on the closing price of the Company's Class A common stock on the settlement date, typically in the fourth quarter of the performance year or during the first quarter following each respective performance year. During the three and six months ended June 30, 2025, a total of $1.2 million and $2.2 million of expense was recognized as a component of stock-based compensation in connection with the stock bonus program, respectively. During the three and six months ended June 30, 2024, a total of $1.8 million of expense was recognized as a component of stock-based compensation in connection with the stock bonus program, respectively. A total of 566,359 shares were granted under the Stock Bonus Program for the performance year ended December 31, 2024.

Option Settlement

In late March of 2024, the Company launched a program that offered certain holders a cash settlement of options that were granted in July 2014 following the completion of the Company's initial public offering. These options were approaching their expiration date in July 2024. The cash settlement amount paid to each holder was indexed to the closing price of the Company's Class A common stock, as reported on the New York Stock Exchange consolidated tape, as of the date prior to each respective cash settlement election date, less the respective option grant price. During the six months ended June 30, 2024, a total of $11.4 million was paid in connection with the cash settlement of 3.2 million options. During the three and six months ended June 30, 2024, a total of $3.8 million and $4.6 million, respectively, of expense was recognized as a component of stock-based compensation in connection with the cash settlement of the options.

Note 10. Net Income (Loss) Per Share

Basic earnings per common share (“EPS”) is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding. Diluted EPS is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents. Stock-based compensation awards that are out-of-the-money and stock options and restricted stock units in which the market-based performance criteria have not been met as of the end of the respective reporting period are omitted from the calculation of Diluted EPS.

The following table sets forth the computations of basic and diluted net income (loss) per share for the three and six months ended June 30, 2025 and 2024 (in thousands, except per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Numerator:
Net income (loss)	$	2,009	$	(48,858)	$	498	$	(47,305)
Net income from non-controlling interest	442		386		913		803
Net income (loss) attributable to controlling interest	$	1,567	$	(49,244)	$	(415)	$	(48,108)






Denominator:
Weighted average shares of common stock outstanding	16,225		15,097		16,057		15,829
Effect of dilutive common stock equivalents	284		—		—		—
Weighted average diluted common shares outstanding	16,509		15,097		16,057		15,829

Basic income (loss) per share	$	0.10	$	(3.26)	$	(0.03)	$	(3.04)




Diluted income (loss) per share	$	0.09	$	(3.26)	$	(0.03)	$	(3.04)

The Company had the following dilutive securities that were not included in the computation of diluted net income (loss) per share as they were considered anti-dilutive (in thousands):


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Stock options	3,258	6,541	5,801	8,232
Stock options with unsatisfied market conditions	1,296	1,176	1,236	1,149
Restricted stock units	404	364	467	371
Restricted stock units with unsatisfied market conditions	695	387	669	412
Restricted stock awards	32	117	134	118
Shares issued under stock bonus program	—	413	409	206
Shares expected to be issued under the 2021 Employee Stock Purchase Plan	56	36	56	36

Note 11. Commitments and Contingencies

The Company is involved in legal proceedings in which damages and claims have been asserted against us. The Company believes that we have valid defenses to such proceedings and claims and intends to vigorously defend the Company. Management does not believe that any such matters will have a material adverse effect on our financial position, results of operations, or liquidity. The Company records a loss contingency if the potential loss from a proceeding or claim is considered probable and the amount can be reasonably estimated or a range of loss can be determined. The Company provides disclosure when it is reasonably possible that a loss will be incurred in excess of any recorded provision. Significant judgment is required in these determinations. As additional information becomes available, the Company reassesses prior determinations and may change its estimates. Litigation is subject to many uncertainties, and the outcome of litigation is not predictable with assurance.

Note 12. Segment Reporting

Operating segments are organized internally by type of products and services provided. Based on the information reviewed by the Company's CEO in his capacity as Chief Operating Decision Maker ("CODM"), the Company has identified three segments: Digital Advertising, Subscription Digital Marketing Solutions, and Broadcast Advertising. The remainder of our business is reported in the Other category.

The Company operates in one geographic area. The Company's assets and liabilities are managed within markets outside the top 50 across the United States where the Company conducts its business and are reported internally in the same manner as the Consolidated Financial Statements; thus, no additional information regarding assets and liabilities of the Company’s reportable segments is produced for the Company's CEO or included in these Consolidated Financial Statements. Intangible assets consist principally of FCC broadcast licenses and other definite-lived intangible assets and primarily support the Company’s Broadcast Advertising segment. For further information see Note 5, Goodwill and Other Intangible Assets. The Company does not have any material inter-segment sales.

Segment profit is the primary measure the CODM utilizes in assessing segment performance and determining the allocation of resources. Segment Profit is defined as revenue less direct operating expenses, excluding depreciation, amortization, and stock-based compensation. The CODM is the primary individual in control of resource allocation, and the allocation determinations are made in consultation with each respective segment manager who is directly accountable to and maintains regular contact with the CODM to discuss operating activities, financial results, forecasts, or plans for the segment. The most significant allocation determinations made by the CODM pertain to sales accounts and support, capital spending and employee resource allocation. Segment profit is used to monitor budgeted versus actual results and is used in assessing performance of the segment and in establishing compensation. These determinations are made through regular reviews throughout the year, and on a weekly basis, the CODM considers actual results, as compared to budget and the prior period, when evaluating the allocation of resources.

Direct operating expenses represents our significant expense category and aligns with the segment level information that is regularly provided to the CODM. Segment profit excludes unallocated corporate expenses and the impact of certain items that are not directly attributable to the reportable segments' underlying operating performance, and primarily includes expenses related to corporate stewardship and administration activities, transaction related costs and non-cash impairment charges.

The following tables present the Company's reportable segment results for the three months ended June 30, 2025 (in thousands):


	Digital Advertising		Subscription Digital Marketing Solutions		Broadcast Advertising		Other		Corporate and Other Reconciling Items		Total
Net revenue	$	42,538	$	18,767	$	48,684	$	5,459	$	—	$	115,448
Direct operating expenses, excluding depreciation, amortization and stock-based compensation	31,641		12,524		34,007		4,657		—		82,829
Segment Profit	$	10,897	$	6,243	$	14,677	$	802	$	—	$	32,619
Depreciation and amortization	214		436		2,561		23		1,324		4,558
Corporate expenses	—		—		—		—		6,198		6,198
Stock-based compensation	121		44		149		4		3,472		3,790
Transaction and business realignment costs	—		—		114		6		1,269		1,389

Impairment of intangible assets	—		—		1,500		—		—		1,500

Net gain on sale and retirement of assets	—		—		(5,866)		—		—		(5,866)
Operating income (loss)	$	10,562	$	5,763	$	16,219	$	769	$	(12,263)	$	21,050

The following table presents the Company's reportable segment results for the three months ended June 30, 2024 (in thousands):


	Digital Advertising		Subscription Digital Marketing Solutions		Broadcast Advertising		Other		Corporate and Other Reconciling Items		Total
Net revenue	$	41,524	$	18,515	$	53,633	$	4,553	$	—	$	118,225
Direct operating expenses, excluding depreciation, amortization and stock-based compensation	30,515		13,098		37,612		4,287		—		85,512
Segment Profit	$	11,009	$	5,417	$	16,021	$	266	$	—	$	32,713
Depreciation and amortization	266		608		2,807		32		1,301		5,014
Corporate expenses	—		—		—		—		6,482		6,482
Stock-based compensation	208		180		169		4		7,764		8,325
Transaction and business realignment costs	—		—		70		6		1,518		1,594
Impairment of intangible assets, investments, goodwill and long-lived assets	1,784		—		28,385		909		1,560		32,638
Net loss on sale and retirement of assets	—		—		30		—		—		30
Operating income (loss)	$	8,751	$	4,629	$	(15,440)	$	(685)	$	(18,625)	$	(21,370)

The following tables present the Company's reportable segment results for the six months ended June 30, 2025 (in thousands):


	Digital Advertising		Subscription Digital Marketing Solutions		Broadcast Advertising		Other		Corporate and Other Reconciling Items		Total
Net revenue	$	79,289	$	37,789	$	89,999	$	7,046	$	—	$	214,123
Direct operating expenses, excluding depreciation, amortization and stock-based compensation	60,492		25,370		66,950		5,833		—		158,645
Segment Profit	$	18,797	$	12,419	$	23,049	$	1,213	$	—	$	55,478
Depreciation and amortization	432		908		5,125		47		2,461		8,973
Corporate expenses	—		—		—		—		10,920		10,920
Stock-based compensation	247		83		314		7		7,327		7,978
Transaction and business realignment costs	—		—		338		12		3,477		3,827

Impairment of intangible assets	—		—		1,500		—		—		1,500

Net gain on sale and retirement of assets	—		—		(5,903)		—		—		(5,903)
Operating income (loss)	$	18,118	$	11,428	$	21,675	$	1,147	$	(24,185)	$	28,183

The following tables present the Company's reportable segment results for the six months ended June 30, 2024 (in thousands):


	Digital Advertising		Subscription Digital Marketing Solutions		Broadcast Advertising		Other		Corporate and Other Reconciling Items		Total
Net revenue	$	75,680	$	36,768	$	99,088	$	6,322	$	—	$	217,858
Direct operating expenses, excluding depreciation, amortization and stock-based compensation	57,615		26,295		72,882		5,615		—		162,407
Segment Profit	$	18,065	$	10,473	$	26,206	$	707	$	—	$	55,451
Depreciation and amortization	447		1,222		5,671		65		2,544		9,949
Corporate expenses	—		—		—		—		11,699		11,699
Stock-based compensation	356		334		358		8		10,139		11,195
Transaction and business realignment costs	—		—		88		12		2,938		3,038

Impairment of intangible assets, investments, goodwill and long-lived assets	1,784		—		30,003		909		1,560		34,256
Net loss on sale and retirement of assets	—		—		44		—		—		44
Operating income (loss)	$	15,478	$	8,917	$	(9,958)	$	(287)	$	(28,880)	$	(14,730)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis is intended to provide the reader with an overall understanding of our financial condition, results of operations, cash flows and sources and uses of cash. This section also includes general information about our business and a discussion of our management’s analysis of certain trends, risks and opportunities in our industry. In addition, we also provide a discussion of accounting policies that require critical judgments and estimates. This discussion should be read in conjunction with our Unaudited Consolidated Financial Statements and related notes appearing elsewhere in this quarterly report.

Note About Forward-Looking Statements

This report includes estimates, projections, statements relating to our business plans, objectives and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements often discuss 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. These statements may include words such as “aim,” “anticipate,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “believe,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include the impact of general economic conditions in the United States, or in the specific markets in which we currently do business including supply chain disruptions, inflation, labor shortages, tariffs, and the effect on advertising activity, industry conditions, including existing competition and future competitive technologies, the popularity of radio as a broadcasting and advertising medium, cancellations, disruptions or postponements of advertising schedules in response to national or world events, our ability to develop and maintain digital technologies and hire and retain technical and sales talent, our dependence on key personnel, our capital expenditure requirements, our continued ability to identify suitable acquisition targets, and consummate and integrate any future acquisitions, legislative or regulatory requirements, risks and uncertainties relating to our leverage and changes in interest rates, our ability to obtain financing at times, in amounts and at rates considered appropriate by us, our ability to access the capital markets as and when needed and on terms that we consider favorable to us and other factors discussed in this section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and under “Risk Factors” in our 2024 Annual Report on Form 10-K, as well as other risks discussed from time to time in our filings with the SEC. Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. The forward-looking statements included in this report are made only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Format of Presentation

Townsquare is a community-focused digital and broadcast media and marketing solutions company principally focused outside the top 50 markets in the U.S. Townsquare Ignite, our robust digital advertising division, specializes in helping businesses of all sizes connect with their target audience through data-driven, results based strategies, by utilizing a) our proprietary digital programmatic advertising technology stack with an in-house demand and data management platform and b) our owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data. Townsquare Interactive, our subscription digital marketing services business, partners with small and medium-sized businesses (“SMBs”) to help manage their digital presence by providing a SAAS business management platform, website design, creation and hosting, search engine optimization and other digital services. And through our portfolio of local radio stations strategically situated outside the Top 50 markets in the United States, we provide effective advertising solutions for our clients and relevant local content for our audiences.

We believe that our diversified product offering substantially differentiates us from our competition. This diversification allows us to provide superior solutions to our advertisers and engaging experiences for our audience, underpins our growth strategy and, we believe, helps to mitigate the risks associated with advertising revenue dependency.

The Company has identified three segments, which are Digital Advertising, Subscription Digital Marketing Solutions, and Broadcast Advertising, and the remainder of our business is reported in an Other category.

Digital Advertising

Our Digital Advertising segment, marketed externally as Townsquare Ignite, is a combination of our proprietary digital programmatic advertising platform and our owned and operated digital properties, and an in-house demand and data management platform collecting valuable first party data.

Subscription Digital Marketing Solutions

Our Subscription Digital Marketing Solutions segment encompasses Townsquare Interactive, our subscription digital marketing solutions business. Townsquare Interactive offers digital marketing solutions, on a subscription basis, to SMBs in markets outside the top 50 across the United States, including but importantly not limited to the markets in which we operate radio stations. We offer a variety of digital marketing solutions, which enables SMBs to choose the optimal features for their specific business.

Broadcast Advertising

Our Broadcast Advertising segment includes our portfolio of 341 local terrestrial radio stations. Our primary source of Broadcast Advertising net revenue is the sale of advertising on our local radio stations primarily to local and regional spot advertisers and, to a lesser extent, national spot and national network advertisers. We believe we are the largest and best-capitalized owner and operator of radio stations focused solely on markets outside the top 50 markets in the United States. Given the stability of radio’s audience, its broad reach and its relatively low cost as compared to competing advertising media such as television, we believe radio continues to offer an attractive value proposition to advertisers. The price point for radio advertising on a cost per thousand basis is lower than most other local media that deliver similar scale. This makes radio more affordable and accessible for the type of small and mid-sized businesses typically found in our local markets outside the top 50 markets in the U.S.

Other

We report the remainder of our revenue in the Other category, and it includes revenue from our live events, which includes concerts, expositions, and other experiential events. Our live events portfolio includes iconic local events such as WYRK’s Taste of Country, the Boise Music Festival, the Red Dirt BBQ & Music Festival and Taste of Fort Collins. Our primary source of live events net revenue is ticket sales. Our live events also generate revenue through the sale of sponsorships, food and other concessions, merchandise and other ancillary products and services.

Overall

We generate a majority of our advertising revenue by selling directly to local advertisers, as well as to local and regional advertising agencies which affords us the opportunity to better present our products, cross-sell products and more directly influence their advertising and marketing expenditure decisions. A significant percentage of our advertising revenue is generated from the sale of advertising to the automotive, financial services, health services, entertainment, and retail industries.

Our most significant expenses are sales personnel, programming, digital, marketing and promotional, engineering, and general and administrative expenses. We strive to control these expenses by closely monitoring and managing each of our local markets and through efficiencies gained from the centralization of finance, accounting, legal and human resources functions and management information systems. We also use our scale and diversified geographic portfolio to negotiate favorable rates with vendors where feasible.

A portion of our expenses are variable. These variable expenses primarily relate to sales costs, such as commissions and inventory costs, as well as certain programming costs, such as music license fees, and certain costs related to production. Other programming, digital, engineering and general and administrative expenses are primarily fixed costs.

Seasonality

Our revenue varies throughout the year. Typically, we expect that our first calendar quarter will produce the lowest net revenue for the year, as advertising expenditures generally decline following the winter holidays. During even-numbered years, net revenue generally includes increased advertising expenditures by political candidates, political parties and special interest groups. Political spending is typically highest during the fourth quarter. Our operating results in any period may be affected by the incurrence of advertising and promotion expenses that typically do not have an effect on net revenue generation until future periods, if at all.

Macroeconomic Indicators

Current economic challenges, including high and sustained inflation and interest rates, and proposed and enacted tariffs have caused and could continue to cause economic uncertainty and volatility. These factors could result in advertising and subscription digital marketing solutions cancellations, declines in the purchase of new advertising by our clients, declines in the addition of new digital marketing solutions subscribers, and increases to our operating expenses. We monitor economic conditions closely, and in response to observed or anticipated reductions in revenue, we may institute precautionary measures to address the potential impact to our consolidated financial position, consolidated results of operations, and liquidity, including wage reduction efforts and controlling non-essential capital expenditures.

OVERVIEW OF OUR PERFORMANCE

Changes in Our Business

Recent Developments

Refer to Note 7, Long-Term Debt, in the Notes to Unaudited Consolidated Financial Statements for additional information related to the Credit Agreement.

Highlights of Our Financial Performance

Certain key financial developments in our business for the three months ended June 30, 2025 as compared to the same period in 2024 are summarized below:

•Net revenue decreased $2.8 million, or 2.3%, primarily driven by a $4.9 million decrease in our Broadcast Advertising net revenue partially offset by a $1.0 million increase in our Digital Advertising net revenue, a $0.9 million increase in our Other net revenue, and a $0.3 million increase in Subscription Digital Marketing Solutions net revenue.

•Excluding political revenue of $0.6 million and $1.5 million for the three months ended June 30, 2025 and 2024, respectively, net revenue decreased $1.9 million, or 1.6%, to $114.9 million, Broadcast Advertising net revenue decreased $4.1 million, or 7.8%, to $48.2 million, and Digital Advertising net revenue increased $1.1 million, or 2.5%, to $42.4 million.

•Operating income increased $42.4 million for the three months ended June 30, 2025. The increase was primarily due to a $31.1 million decrease in non-cash impairment charges, a $5.9 million increase in net gains on the sales of assets and a $4.5 million decrease in stock-based compensation.

•Digital Advertising segment reported operating income of $10.6 million for the three months ended June 30, 2025, which represents an increase of $1.8 million, as compared to operating income of $8.8 million for the same period in 2024. The increase is primarily due to a $1.8 million non-cash goodwill impairment charge recorded during the three months ended June 30, 2024 that did not recur in 2025. Subscription Digital Marketing Solutions reported operating income of $5.8 million, an increase of $1.1 million from the three months ended June 30, 2024 due primarily to a $0.3 million increase in net revenue and a $0.6 million decrease in direct operating expenses. Broadcast Advertising reported operating income of $16.2 million for the three months ended June 30, 2025, which represents an increase of $31.7 million, as compared to operating loss of $15.4 million for the same period in 2024. The increase is primarily due to a $26.9 million decrease in non-cash impairment charges and a $5.9 million increase in net gain on sales of assets.

Certain key financial developments in our business for the six months ended June 30, 2025, as compared to the same period in 2024 are summarized below:

•Net revenue for the six months ended June 30, 2025 as compared to the same period in 2024, decreased $3.7 million, or 1.7%, primarily driven by a $9.1 million decrease in our Broadcast Advertising net revenue partially offset by a $3.6 million increase in our Digital Advertising net revenue, a $1.0 million increase in our Subscription Digital Marketing Solutions net revenue and a $0.7 million increase in Other net revenue.

•Excluding revenue related to political advertising of $1.1 million and $2.5 million for the six months ended June 30, 2025 and 2024, respectively, net revenue decreased $2.3 million, or 1.1% to $213.0 million. Broadcast Advertising net revenue decreased $7.8 million, or 8.0%, to $89.0 million, and Digital Advertising net revenue increased $3.7 million, or 4.9%, to $79.1 million.

•Operating income increased $42.9 million for the six months ended June 30, 2025, primarily due to a $32.8 million decrease in non-cash impairment charges, a $5.9 million increase in net gains on the sales of assets, a $3.8 million decrease in direct operating expenses and a $3.2 million decrease in stock-based compensation. These increases were partially offset by a $3.7 million decrease in net revenue.

Consolidated Results of Operations

Three months ended June 30, 2025 compared to three months ended June 30, 2024

The following table summarizes our historical consolidated results of operations:


($ in thousands)	Three Months Ended June 30,
Statement of Operations Data:	2025		2024		$ Change		% Change
Net revenue	$	115,448	$	118,225	$	(2,777)	(2.3)	%

Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation	82,829		85,512		(2,683)		(3.1)	%
Depreciation and amortization	4,558		5,014		(456)		(9.1)	%
Corporate expenses	6,198		6,482		(284)		(4.4)	%
Stock-based compensation	3,790		8,325		(4,535)		(54.5)	%
Transaction and business realignment costs	1,389		1,594		(205)		(12.9)	%

Impairment of intangible assets, investments, goodwill and long-lived assets	1,500		32,638		(31,138)		(95.4)	%

Net (gain) loss on sale and retirement of assets	(5,866)		30		(5,896)		**
Total operating costs and expenses	94,398		139,595		(45,197)		(32.4)	%
Operating income (loss)	21,050		(21,370)		42,420		**
Other expense (income):
Interest expense, net	12,652		9,212		3,440		37.3	%
Gain on repurchase of debt	—		(3)		3		(100.0)	%
Other expense (income), net	100		(546)		646		**
Income (loss) from operations before tax	8,298		(30,033)		38,331		**
Income tax provision	6,289		18,825		(12,536)		**


Net income (loss)	$	2,009	$	(48,858)	$	50,867	**

** not meaningful

Segment Results

The following table presents the Company's reportable segment net revenue and direct operating expenses for the three months ended June 30, 2025 and 2024 (in thousands):


	Net Revenue								Direct Operating Expenses								Segment Profit
	Three Months Ended June 30,								Three Months Ended June 30,								Three Months Ended June 30,
	2025		2024		$ Change		% Change		2025		2024		$ Change		% Change		2025		2024		$ Change		% Change
Digital Advertising	$	42,538	$	41,524	$	1,014	2.4	%	$	31,641	$	30,515	$	1,126	3.7	%	$	10,897	$	11,009	$	(112)	(1.0)	%
Subscription Digital Marketing Solutions	18,767		18,515		252		1.4	%	12,524		13,098		(574)		(4.4)	%	6,243		5,417		826		15.2	%
Broadcast Advertising	48,684		53,633		(4,949)		(9.2)	%	34,007		37,612		(3,605)		(9.6)	%	14,677		16,021		(1,344)		(8.4)	%
Other	5,459		4,553		906		19.9	%	4,657		4,287		370		8.6	%	802		266		536		201.5	%
Total	$	115,448	$	118,225	$	(2,777)	(2.3)	%	$	82,829	$	85,512	$	(2,683)	(3.1)	%	$	32,619	$	32,713	$	(94)	(0.3)	%

Net Revenue

Net revenue for the three months ended June 30, 2025 decreased $2.8 million, or 2.3%, as compared to the same period in 2024. Broadcast Advertising net revenue decreased $4.9 million, or 9.2%, due to decreases in the purchases of advertising by our clients. This decrease was partially offset by an increase in Digital Advertising net revenue of $1.0 million, or 2.4%, and a $0.3 million or 1.4% increase in Subscription Digital Marketing Solutions net revenue, each as compared to the same period in 2024, due to purchases of new advertising. Our Other net revenue increased $0.9 million, or 19.9%, due to the performance of certain events as compared to 2024.

Direct Operating Expenses

Direct operating expenses for the three months ended June 30, 2025 decreased by $2.7 million, or 3.1%, as compared to the same period in 2024. Broadcast Advertising direct operating expenses decreased by $3.6 million, or 9.6%, and Subscription Digital Marketing Solutions direct operating expenses decreased by $0.6 million, or 4.4%, each due to lower compensation as compared to the same period a year ago. These decreases were partially offset by a $1.1 million, or 3.7%, increase in Digital Advertising direct operating expenses due to higher inventory and compensation costs, partially offset by lower bad debt as compared to the same period in 2024.

Segment Profit

Segment profit for the three months ended June 30, 2025 decreased by $0.1 million, or 0.3%, when compared with the same period in 2024, essentially flat. Broadcast Advertising segment profit decreased $1.3 million, or 8.4%, as compared to the same period in 2024, primarily due to the decrease in net revenue, partially offset by an increase in Subscription Digital Marketing Solutions segment profit of $0.8 million, or 15.2% as compared to the same period in 2024, primarily due to the increase in revenue and decrease in compensation discussed above. Other segment profit increased $0.5 million, or 201.5%.

Stock-based Compensation

Stock-based compensation expense for three months ended June 30, 2025 decreased $4.5 million, or 54.5%, as compared to the same period in 2024, primarily due to $3.8 million of expense recognized for the cash settlement of options in 2024 that did not reoccur in 2025, and a $0.6 million decrease in expense related to the stock bonus program. For further discussion, see Note 9, Stockholders' Deficit, in the Notes to Unaudited Consolidated Financial Statements.

Impairment of Intangible Assets, Investments, Goodwill and Long-lived Assets

The Company incurred $1.5 million in impairment charges related to FCC licenses 4 of our 74 local markets during the three months ended June 30, 2025, as compared to impairment charges of $28.4 million in 26 of our 74 local markets in the same period a year ago. The impairment charges during the three months ended June 30, 2025 were primarily driven by decreases in third-party forecasts of broadcast revenues. For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.

During the second quarter of 2024, in connection with an interim goodwill impairment assessment, the Company concluded that the carrying amounts of the National Digital and Live Events reporting units exceeded their fair values, resulting in the recognition of a non-cash goodwill impairment charges of $1.8 million and $0.9 million, respectively, for the three months ended June 30, 2024. During the three months ended June 30, 2024, the Company recorded an impairment charge of $1.6 million related to certain of its equity securities, which are measured at cost minus impairment.

Net (Gain) Loss on Sale and Retirement of Assets

During the three months ended June 30, 2025, the Company recognized net gains on the sales of assets of $5.9 million, which includes a $5.6 million gain on the sale of land in the Boise, ID market.

Interest Expense, net

The following table illustrates the components of our interest expense, net for the periods indicated (in thousands):


	Three Months Ended June 30,
	2025		2024

2026 Notes	$	—	$	8,567
Term Loan	10,984		—
Revolver	190		—
Capital leases and other	229		305
Deferred financing costs	237		543
Debt discount amortization	1,012		0
Interest income	—		(203)
Interest expense, net	$	12,652	$	9,212

Provision for income taxes

We recognized provision for income taxes of $6.3 million for the three months ended June 30, 2025, as compared to $18.8 million for the same period in 2024. Our effective tax rate for the three months ended June 30, 2025 and 2024 was approximately 75.8% and 62.7%, respectively. The increase in the effective tax rate is driven by the valuation allowance for interest expense carryforwards during the three months ended June 30, 2025. The decrease in the income tax provision is primarily driven by the valuation allowance for interest expense carryforwards resulting from higher non-cash impairment charges and non-deductible compensation costs recorded during the three months ended June 30, 2024, as compared to the three months ended June 30, 2025.

Our effective tax rate may vary significantly from period to period and can be influenced by many factors. These factors include, but are not limited to, changes to statutory rates in the jurisdictions where we have operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21%, primarily relates to certain non-deductible items, state and local income taxes and the valuation allowance for deferred tax assets.

Consolidated Results of Operations

Six months ended June 30, 2025 compared to six months ended June 30, 2024

The following table summarizes our historical consolidated results of operations:


($ in thousands)	Six Months Ended June 30,
Statement of Operations Data:	2025		2024		$ Change		% Change
Net revenue	$	214,123	$	217,858	$	(3,735)	(1.7)	%

Direct operating expenses, excluding depreciation, amortization, and stock-based compensation	158,645		162,407		(3,762)		(2.3)	%
Depreciation and amortization	8,973		9,949		(976)		(9.8)	%
Corporate expenses	10,920		11,699		(779)		(6.7)	%
Stock-based compensation	7,978		11,195		(3,217)		(28.7)	%
Transaction and business realignment costs	3,827		3,038		789		26.0	%

Impairment of intangible assets, investments, goodwill and long-lived assets	1,500		34,256		(32,756)		(95.6)	%

Net (gain) loss on sale and retirement of assets	(5,903)		44		(5,947)		**
Total operating costs and expenses	185,940		232,588		(46,648)		(20.1)	%
Operating income (loss)	28,183		(14,730)		42,913		**
Other expense (income):
Interest expense, net	22,891		18,243		4,648		25.5	%
Loss (gain) on extinguishment and repurchases of debt	1,452		(3)		1,455		**
Other loss (income), net	91		(4,697)		4,788		**
Income (loss) from operations before income taxes	3,749		(28,273)		32,022		**
Income tax provision	3,251		19,032		(15,781)		82.9	%


Net income (loss)	$	498	$	(47,305)	$	47,803	**

** not meaningful

Segment Results

The following table presents the Company's reportable segment net revenue and direct operating expenses for the six months ended June 30, 2025 and 2024 (in thousands):


	Net Revenue								Direct Operating Expenses								Segment Profit
	Six Months Ended June 30,								Six Months Ended June 30,								Six Months Ended June 30,
	2025		2024		$ Change		% Change		2025		2024		$ Change		% Change		2025		2024		$ Change		% Change
Digital Advertising	$	79,289	$	75,680	$	3,609	4.8	%	$	60,492	$	57,615	$	2,877	5.0	%	$	18,797	$	18,065	$	732	4.1	%
Subscription Digital Marketing Solutions	37,789		36,768		1,021		2.8	%	25,370		26,295		(925)		(3.5)	%	12,419		10,473		1,946		18.6	%
Broadcast Advertising	89,999		99,088		(9,089)		(9.2)	%	66,950		72,882		(5,932)		(8.1)	%	23,049		26,206		(3,157)		(12.0)	%
Other	7,046		6,322		724		11.5	%	5,833		5,615		218		3.9	%	1,213		707		506		71.6	%
Total	$	214,123	$	217,858	$	(3,735)	(1.7)	%	$	158,645	$	162,407	$	(3,762)	(2.3)	%	$	55,478	$	55,451	$	27	0.0 %

Net Revenue

Net revenue for the six months ended June 30, 2025, decreased $3.7 million, or 1.7%, as compared to the same period in 2024. Broadcast Advertising net revenue decreased $9.1 million, or 9.2%, due to decreases in the purchases of advertising by our clients. This decrease was partially offset by an increase in Digital Advertising net revenue of $3.6 million, or 4.8%, and an increase in Subscription Digital Marketing Solutions net revenue of $1.0 million, or 2.8%, each as compared to the same period in 2024. Other net revenue increased $0.7 million, or 11.5%, due to the performance of certain events as compared to 2024.

Direct Operating Expenses

Direct operating expenses for the six months ended June 30, 2025, decreased by $3.8 million, or 2.3%, as compared to the same period in 2024. Broadcast Advertising direct operating expenses decreased by $5.9 million, or 8.1%, primarily driven by lower compensation costs and music license fees. Subscription Digital Marketing Solutions direct operating expense decreased by $0.9 million or 3.5% due to lower compensation, partially offset by higher software costs. These decreases were partially offset by an increase in Digital Advertising direct operating expenses of $2.9 million, or 5.0%, due to higher inventory and compensation costs, partially offset by lower bad debt. Additionally, Other direct operating expenses increased $0.2 million, or 3.9%.

Segment Profit

Segment profit for the six months ended June 30, 2025, was essentially flat as compared with the same period in 2024. Subscription Digital Marketing Solutions segment profit increased $1.9 million, or 18.6%, Digital Advertising segment profit increased $0.7 million, or 4.1%, and Other segment profit increased $0.5 million, or 71.6%, each as compared to the same period in 2024, primarily due to the increases in net revenue discussed above. These increases were offset by a $3.2 million, or 12.0%, decrease in Broadcast Advertising segment profit, as compared to the same period in 2024, primarily due to the decrease in net revenue discussed above.

Stock-based Compensation

Stock-based compensation expense for the six months ended June 30, 2025, decreased $3.2 million, or 28.7%, as compared to the same period in 2024 due to $4.6 million of expense recognized for the cash settlement of options in 2024 that did not reoccur in 2025 and a $0.4 million decrease in expense related to the stock bonus program, partially offset by a $1.0 million increase in expense recognized for grants during the first half of 2025. For further discussion, see Note 9, Stockholders' Equity, in the Notes to Unaudited Consolidated Financial Statements.

Impairment of Intangible Assets, Investments, Goodwill and Long-Lived Assets

The Company incurred $1.5 million in impairment charges related to FCC licenses 4 of our 74 local markets during the six months ended June 30, 2025, as compared to impairment charges of $29.7 million related to FCC licenses in 26 of our 74 local markets during the six months ended June 30, 2024. The impairment charges during the six months ended June 30, 2025 were primarily driven by decreases in third-party forecasts of broadcast revenue. For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.

During the six months ended June 30, 2024, in connection with an interim goodwill impairment assessment, the Company concluded that the carrying amounts of the National Digital and Live Events reporting units exceeded their fair values, resulting in the recognition of total non-cash goodwill impairment charges of $2.7 million. During the six months ended June 30, 2024, the Company recorded an impairment charge of $1.6 million related to certain of its equity securities, which are measured at cost minus impairment.

Net (Gain) Loss on Sale and Retirement of Assets

During the six months ended June 30, 2025, the Company recognized net gains on the sales of assets of $5.9 million, which includes a $5.6 million gain on the sale of land in the Boise, ID market.

Interest Expense, net

The following table illustrates the components of our interest expense, net for the periods indicated (in thousands):


	Six Months Ended June 30,
	2025		2024

2026 Notes	$	4,282	$	17,241

Term Loan	15,833		—
Revolver	277		—
Capital leases and other	488		639
Deferred financing costs	566		990
Debt discount amortization	1,445		—
Interest income	—		(627)
Interest expense, net	$	22,891	$	18,243

Loss on Extinguishment of Debt

During the six months ended June 30, 2025, the Company recognized a $1.5 million loss on the early extinguishment of debt. The $1.5 million loss on the early extinguishment of debt is comprised of the write-off of $1.5 million of unamortized deferred financing fees previously capitalized in connection with the 2026 Notes. For further discussion, see Note 7, Long-Term Debt, in the Notes to Unaudited Consolidated Financial Statements.

Other expense (income), net

Realized Gain on Investment

In February of 2024, one of the Company’s investees announced the completion of its acquisition by a third-party. The Company recognized a $4.0 million gain on this transaction during the six months ended June 30, 2024.

Insurance Recoveries

During the six months ended June 30, 2024, the Company recorded total insurance recoveries of $0.3 million related to construction and flood damages in two of its local markets.

Unrealized Gain on Investment

Other expense (income), net included unrealized gains related to measuring the fair value of one of the Company's former investees. During the six months ended June 30, 2024 the Company recorded an unrealized net gain of $0.2 million.

Provision for income taxes

We recognized a provision for income taxes of $3.3 million for the six months ended June 30, 2025, as compared to $19.0 million for the same period in 2024. Our effective tax rate for the period was approximately 86.7% for the six months ended June 30, 2025 as compared to 67.3% for the six months ended June 30, 2024. The increase in the effective tax rate for the six months ended June 30, 2025 is driven by the valuation allowance for interest expense carryforwards. The decrease in the income tax provision is primarily driven by the valuation allowance for interest expense carryforwards resulting from higher non-cash impairment charges and non-deductible compensation costs recorded during the six months ended June 30, 2024, as compared to the six months ended June 30, 2025.

Our effective tax rate may vary significantly from period to period and can be influenced by many factors. These factors include, but are not limited to, changes to statutory rates in the jurisdictions where we have operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21.0%, primarily relates to certain non-deductible items, state and local income taxes and the valuation allowance for deferred tax assets.

Liquidity and Capital Resources

The following table summarizes our change in cash and cash equivalents (in thousands):


	Six Months Ended June 30,
	2025		2024
Cash and cash equivalents	$	3,183	$	28,511
Restricted cash	323		507

Cash provided by operating activities	10,129		10,684
Cash used in investing activities	(1,906)		(3,993)
Cash used in financing activities	(37,707)		(39,222)
Net decrease in cash and cash equivalents and restricted cash	$	(29,484)	$	(32,531)

Operating Activities

Net cash provided by operating activities was approximately $10.1 million for the six months ended June 30, 2025, as compared to $10.7 million for the same period in 2024. The decrease was primarily related to higher cash interest payments in 2025, due in part to the timing of the refinancing in February 2025 and the quarterly interest payment requirements for the Term Loan, partially offset by changes in working capital balances, particularly accrued expenses, accounts payable, and accounts receivable.

Investing Activities

Net cash used in investing activities was $1.9 million for the six months ended June 30, 2025 as compared $4.0 million for the same period in 2024. The decrease in net cash used in investing activities was primarily due to net cash proceeds of $5.8 million related to the sale of land in Boise, ID, as compared to cash proceeds of $4.0 million received in 2024 related to the acquisition of one of the Company's investments by a third party.

Financing Activities

Net cash used in financing activities was $37.7 million for the six months ended June 30, 2025, as compared to $39.2 million for the same period in 2024. The primary differences in net cash used in financing activities in 2025 as compared to 2024 include: $1.5 million of shares repurchased to cover employee tax withholdings on restricted stock that vested during the six months ended June 30, 2025, as compared to $22.1 million for repurchases of common stock during the six months ended June 30, 2024; the repayment of $467.4 million of principal amount of the 2026 Notes, offset by proceeds from the Term Loan of $441.7 million, net of fees and expenses in 2025, as compared to voluntary repurchases of 2026 Notes in the amount of $13.6 million in 2024, and a $4.1 million decrease in proceeds from stock option exercises for the six months ended June 30, 2025 as compared to the same period a year ago.

Sources of Liquidity and Anticipated Cash Requirements

We fund our working capital requirements through a combination of cash flows from our operating, investing, and financing activities. Based on current and anticipated levels of operations and conditions in our markets and industry, we believe that our cash on hand and cash flows from our operating, investing, and financing activities will enable us to meet our working capital, capital expenditures, debt service, and other funding requirements for at least one year from the date of this report. Future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, some of which are beyond our control. We have focused on and will continue to monitor our liquidity in response to current and future economic challenges and uncertainty.

As of June 30, 2025, we had $439.7 million of outstanding indebtedness, net of unamortized discount and deferred financing costs of $27.3 million.

During the three months ended June 30, 2025, the Company repaid all amounts outstanding under the Revolving Credit Facility, with $20.0 million of available borrowing capacity as of June 30, 2025.

Based on the terms of our Senior Secured Credit Facility, as of June 30, 2025, we expect our debt service requirements to be approximately $54.9 million over the next twelve months. See Note 7, Long-Term Debt, in our Notes to Consolidated Financial Statements for additional information related to our Senior Secured Credit Facility.

As of June 30, 2025 we had $3.2 million of cash and cash equivalents, and $59.8 million of receivables from customers, which historically have had an average collection cycle of approximately 50 days.

On April 29, 2025, the board of directors approved a quarterly cash dividend of $0.20 per share. The dividend of $3.3 million was paid to holders of record as of July 18, 2025, on August 1, 2025.

Our anticipated uses of cash in the near term include working capital needs, interest payments, debt amortization payments, dividend payments, excess cashflow payments that may be required under the terms of the Credit Agreement, other obligations, and capital expenditures. The Company believes that the cash generated by its operations should be sufficient to meet its liquidity needs for at least the next 12 months. However, our ability to fund our working capital needs, debt payments, dividend payments, other obligations, capital expenditures, and to comply with financial covenants under our debt agreements, depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions, increases or decreases in advertising spending, changes in the highly competitive industry in which we operate, which may be rapid, and other factors, many of which are beyond our control. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders, while the incurrence of debt financing would result in debt service obligations. Such debt instruments could introduce covenants that might restrict our operations. We cannot assure you that we could obtain additional financing on favorable terms or at all.

Additionally, on a continuing basis, we evaluate and consider strategic acquisitions and divestitures to enhance our strategic and competitive position as well as our financial performance. Any future acquisitions, joint ventures or other similar transactions may require additional capital, which may not be available to us on acceptable terms, if at all.

We closely monitor the impact of capital and credit market conditions on our liquidity and our ability to refinance in the future. We also routinely monitor the changes in the financial condition of our customers and the potential impact on our results of operations.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements or transactions.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our significant estimates, including those related to determining the fair value of assets and liabilities acquired in a business combination, impairment testing of intangible assets, valuation and impairment testing of long-lived tangible assets, the present value of leasing arrangements, share-based payment expense and the calculation of allowance for doubtful accounts and income taxes. We base our estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our estimates may change, however, as new events occur and additional information is obtained, and any such changes will be recognized in the Consolidated Financial Statements. Actual results could differ from such estimates, and any such differences may be material to our financial statements.

We believe the accounting policies and estimates discussed within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report on Form 10-K reflects our more significant judgments and estimates used in the preparation of the Consolidated Financial Statements. There have been no material changes to the critical accounting policies and estimates as filed in such report.

Recent Accounting Standards

For a discussion of accounting standards updates that have been adopted or will be adopted in the future, please refer to Note 2, Summary of Significant Accounting Policies of the Notes to Unaudited Consolidated Financial Statements included under Item 1.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), with the assistance of other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Our disclosure controls and procedures are intended to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based on this review, our CEO and CFO have concluded that the disclosure controls and procedures were effective as of June 30, 2025.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect every misstatement. An evaluation of effectiveness is subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may decrease over time.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the three months ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

There are inherent limitations in the effectiveness of any control system, including the potential for human error and the possible circumvention or overriding of controls and procedures. Additionally, judgments in decision-making can be faulty and breakdowns can occur because of a simple error or mistake. An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, the management of the Company, including its Chief Executive Officer and Chief Financial Officer, does not expect that the control system can prevent or detect all error or fraud. Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls may become inadequate because of changes in an entity’s operating environment or deterioration in the degree of compliance with policies or procedures.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There is no current material pending litigation to which we are a party and no material legal proceedings were terminated, settled or otherwise resolved during the three and six months ended June 30, 2025. In the normal course of business, the Company is subject to various regulatory proceedings, lawsuits, claims and other matters related to intellectual property, personal injury, employee, or other matters. These matters are subject to many uncertainties and outcomes are not predictable with assurance. However, we do not believe that the ultimate resolution of these matters will have a material adverse effect on our financial position or results of operations.

Item 1A. Risk Factors

Please refer to Part I, Item 1A, “Risk Factors,” in our 2024 Annual Report on Form 10-K for information regarding known material risks that could affect our results of operations, financial condition and liquidity. In addition to these risks, other risks that we presently do not consider material, or other unknown risks, could materially adversely impact our business, financial condition and results of operations in a future period.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

The following table provides certain information with respect to the Company's purchases of its common shares during the three months ended June 30, 2025:


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share		Approximate dollar value of shares that may yet be purchased under the plan (in thousands)
April 1, 2025 through April 30, 2025	2,872	$	8.35	$	—
May 1, 2025 through May 31, 2025	2,919	$	6.66	$	—
June 1, 2025 through June 30, 2025	—	$	—	$	—
Total	5,791	$	7.50	$	—

(1) A total of 5,791 shares were transferred to us from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock during the period. We did not purchase any shares of our common stock in the open market pursuant to a repurchase program.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended June 30, 2025.

Item 6. Exhibits

See Exhibit Index.

EXHIBIT INDEX


Exhibit						Description

31.1*						Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2*						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1**						Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350

32.2**						Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350













101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



			TOWNSQUARE MEDIA, INC.
Date: August 6, 2025
By:			/s/ Stuart Rosenstein
			Name: Stuart Rosenstein
			Title: Executive Vice President & Chief Financial Officer

By:			/s/ Robert Worshek
			Name: Robert Worshek
			Title: Senior Vice President, Chief Accounting Officer

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