tsq-20260331

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 March 31, 2026


☐			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.)

4 Manhattanville Road
Suite 107
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 May 6, 2026, the registrant had 17,953,792 outstanding shares of common stock consisting of: (i) 16,638,496 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 March 3 1 , 202 6 and December 31, 202 5	2
	Consolidated Statements of Operations for the three months ended March 3 1 , 202 6 and 202 5	3
	Consolidated Statements of Stockholders' Deficit for the three months ended March 3 1 , 202 6 and 20 25	4
	Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 6 and 202 5	5
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 4.	Controls and Procedures	31

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
	Signatures	34

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TOWNSQUARE MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in Thousands, Except Share and Per Share Data)

(unaudited)



	March 31, 2026		December 31, 2025

ASSETS
Current assets:
Cash and cash equivalents	$	2,182	$	4,759
Accounts receivable, net of allowance for credit losses of $4,496 and $4,979, respectively	49,143		52,048
Prepaid expenses and other current assets	14,779		12,582

Total current assets	66,104		69,389
Property and equipment, net	109,695		110,043
Intangible assets, net	145,606		155,047
Goodwill	147,590		147,590
Investments	725		725
Operating lease right-of-use assets	45,403		45,099
Other assets	611		667
Restricted cash	323		58
Total assets	$	516,057	$	528,618
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	7,079	$	6,895
Current portion of long-term debt	11,750		11,750
Deferred revenue	8,581		8,737
Accrued compensation and benefits	8,077		11,486
Accrued expenses and other current liabilities	32,519		30,886
Operating lease liabilities, current	7,755		7,688
Accrued interest	4,337		4,791
Total current liabilities	80,098		82,233
Long-term debt, net of discount and deferred finance costs of $23,316 and $24,429, respectively	422,423		421,247
Deferred tax liability	971		16,763
Operating lease liability, net of current portion	41,980		42,101

Other long-term liabilities	6,831		7,266
Total liabilities	552,303		569,610

Stockholders’ deficit:
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 17,320,246 and 16,180,932 shares issued and outstanding, respectively	173		162
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	186		175
Treasury stock, at cost; 965,399 and 965,399 shares of Class A common stock, respectively	(11,203)		(11,203)
Additional paid-in capital	325,563		319,818
Accumulated deficit	(354,388)		(353,195)
Non-controlling interest	3,596		3,413
Total stockholders’ deficit	(36,246)		(40,992)
Total liabilities and stockholders’ deficit	$	516,057	$	528,618

See Notes to Unaudited Consolidated Financial Statements

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in Thousands, Except Per Share Data)

(unaudited)


	Three Months Ended March 31,
		2026		2025
Net revenue		$	96,781	$	98,675

Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation		75,577		75,816
Depreciation and amortization		4,696		4,415
Corporate expenses		4,823		4,722
Stock-based compensation		3,731		4,188
Transaction and business realignment costs		1,141		2,438

Impairment of intangible assets		8,588		—

Net gain on sales and retirement of assets		(501)		(37)
Total operating costs and expenses		98,055		91,542
Operating (loss) income		(1,274)		7,133
Other expense (income):
Interest expense, net		11,329		10,239
Loss on extinguishment of debt		—		1,452
Other expense (income), net		112		(9)
Loss from operations before tax		(12,715)		(4,549)
Income tax benefit		(15,672)		(3,038)


Net income (loss)		$	2,957	$	(1,511)

Net income (loss) attributable to:
Controlling interests		$	2,774	$	(1,982)
Non-controlling interests		$	183	$	471

Basic income (loss) per share		$	0.17	$	(0.12)





Diluted income (loss) per share		$	0.16	$	(0.12)


Weighted average shares outstanding:
Basic		16,800		15,887
Diluted		17,720		15,887

See Notes to Unaudited Consolidated Financial Statements

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(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, 2026	16,180,932	815,296	500,000	965,399	$	175	$	(11,203)	$	319,818	$	(353,195)	$	3,413	$	(40,992)
Net income	—	—	—	—	—		—		—		2,774		183		2,957
Dividends declared ($0.20 per share)	—	—	—	—	—		—		—		(3,967)		—		(3,967)
Stock-based compensation	—	—	—	—	—		—		2,739		—		—		2,739
Common stock issued under exercise of stock options	19,500	—	—	—	—		—		130		—		—		130
ESPP shares issued	37,671	—	—	—	—		—		174		—		—		174
Issuance of restricted stock(1)	1,082,143	—	—	—	11		—		2,702		—		—		2,713


Balance at March 31, 2026	17,320,246	815,296	500,000	965,399	$	186	$	(11,203)	$	325,563	$	(354,388)	$	3,596	$	(36,246)

(1) Refer to Note 8, 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, 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)

(1) Refer to Note 8, Stockholders' Deficit, in the accompanying Notes to Unaudited Consolidated Financial Statements for additional information related to restricted stock issued.

See Notes to Unaudited Consolidated Financial Statements

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in Thousands)

(unaudited)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net income (loss)	$	2,957	$	(1,511)


Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	4,696		4,415
Amortization of debt discount and deferred financing costs	1,114		762
Non-cash lease income	(263)		(403)
Net deferred taxes and other	(15,792)		(3,213)
Allowance for credit losses	623		1,016
Stock-based compensation expense	3,731		4,188
Loss on extinguishment of debt	—		1,452

Trade and barter activity, net	(592)		188
Impairment of intangible assets	8,588		—

Net gain on sales and retirements of assets	(501)		—







Amortization of content rights	370		370
Change in content rights liabilities	(467)		(391)

Other	42		1,141
Changes in assets and liabilities
Accounts receivable	2,375		7,933
Prepaid expenses and other assets	(1,968)		(1,860)
Accounts payable	(75)		2,446
Accrued expenses	(187)		(8,300)
Accrued interest	(454)		(8,507)
Other long-term liabilities	(2)		208


Net cash provided by (used in) operating activities	4,195		(66)

Cash flows from investing activities:

Purchases of property and equipment	(3,637)		(4,475)




Net proceeds from sales of assets	737		127
Proceeds from insurance recoveries	9		4


Net cash used in investing activities	(2,891)		(4,344)

Cash flows from financing activities:

Repayment and repurchases of 2026 Notes	—		(467,436)

Proceeds from Term Loan	—		446,400

Fixed quarterly repayments of Term Loan	(2,938)		—
Deferred financing costs	—		(4,646)

Borrowings under the revolving credit facility	3,000		10,000
Repayment of borrowings under the revolving credit facility	—		(3,000)
Dividend payments	(3,687)		(3,148)
Proceeds from stock options exercised	130		658
Shares withheld in lieu of employee tax withholding	—		(1,432)
Withholdings for shares issued under the ESPP	174		289



Repayments of capitalized obligations	(295)		(414)
Net cash used in financing activities	(3,616)		(22,729)

Cash and cash equivalents and restricted cash:
Net decrease in cash, cash equivalents and restricted cash	(2,312)		(27,139)
Beginning of period	4,817		32,990
End of period	$	2,505	$	5,851

See Notes to Unaudited Consolidated Financial Statements

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in Thousands)

(unaudited)


	Three Months Ended March 31,
	2026		2025
Supplemental Disclosure of Cash Flow Information:
Cash payments:
Interest	$	10,632	$	17,959
Income and Franchise taxes	80		56

Supplemental Disclosure of Non-cash Activities:

Dividends declared, but not paid during the period	$	3,967	$	3,504
Accrued financing costs	—		879
Property and equipment acquired in exchange for advertising (1)	316		351
Accrued capital expenditures	210		711

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	$	2,963	$	3,123
Right-of-use assets obtained in exchange for operating lease obligations	2,165		1,046

Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	2,182	$	5,528
Restricted cash	323		323
	$	2,505	$	5,851

(1) Represents total advertising services provided by the Company in exchange for property and equipment during each of the three months ended March 31, 2026 and 2025, 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 "2025 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 months ended March 31, 2026, cash flows for the three months ended March 31, 2026, 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, 2026. The Consolidated Balance Sheet as of December 31, 2025 is derived from the audited Consolidated Financial Statements at that date.

The presentation of $0.7 million of stock-based compensation expense previously reported in the Corporate category for the three months ended March 31, 2025 has been reclassified to conform with the current period's presentation. The reclassification resulted in a $0.3 million, $0.1 million, and $0.3 million increase in stock-based compensation for the Digital Advertising, Subscription Digital Marketing Solutions and Broadcast Advertising segments, respectively, for the three months ended March 31, 2025.

The presentation of $0.1 million of broadcast advertising revenue previously reported in the Other category for the three months ended March 31, 2025 has been reclassified to the Broadcast Advertising segment to conform with the current period's presentation.

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, 2025. For the Company's detailed accounting policies please refer to the Consolidated Financial Statements and related notes thereto included in the Company's 2025 Annual Report on Form 10-K.

Recently Issued Standards That Have Not Yet Been Adopted

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 continues to evaluate this new standard, but does not expect its adoption to have a significant impact on the Consolidated Financial Statements as its impact relates to additional disclosure.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The guidance moves away from phase-by-phase cost tracking to primarily focusing on how companies conclude when to count software development costs as an asset, particularly when there is uncertainty during development. Additionally, disclosure requirements outlined under ASC 360-10, Property, Plant, and Equipment — Overall, will apply to capitalized software costs. The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years and may be applied using a prospective, retrospective or modified transition approach. The Company is assessing the impact on its Consolidated Financial Statements, if any.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, to clarify interim disclosure requirements, the form and content of interim financial statements, and when Topic 270 applies. The update primarily provides clarity about current interim reporting requirements. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and may be applied using a prospective or retrospective transition approach. The Company is evaluating the update, but does not expect its adoption to have a significant impact on the Consolidated Financial Statements.

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 months ended March 31, 2026 and 2025:


	Three Months Ended March 31, 2026
		Digital Advertising		Subscription Digital Marketing Solutions		Broadcast Advertising		Other		Total
Net Revenue (ex Political)		$	39,236	$	17,510	$	38,031	$	1,359	$	96,136
Political		28		—		617		—		645
Net Revenue		$	39,264	$	17,510	$	38,648	$	1,359	$	96,781


	Three Months Ended March 31, 2025
		Digital Advertising		Subscription Digital Marketing Solutions		Broadcast Advertising		Other		Total
Net Revenue (ex Political)		$	36,702	$	19,022	$	40,869	$	1,515	$	98,108
Political		49		—		518		—		567
Net Revenue		$	36,751	$	19,022	$	41,387	$	1,515	$	98,675

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 offerings such as 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 is 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 is 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 table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands):


	March 31, 2026		December 31, 2025
Accounts Receivable	$	49,143	$	52,048
Short-term contract liabilities (deferred revenue)	$	8,581	$	8,737
Contract Acquisition Costs	$	8,618	$	8,516

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 March 31, 2026, and December 31, 2025, the balance in the contract liabilities was $8.6 million and $8.7 million, respectively. The decrease in the contract liabilities balance at March 31, 2026 is primarily driven by $5.8 million of recognized revenue for the three months ended March 31, 2026, offset by cash payments received or due in advance of satisfying our performance obligations. For the three months ended March 31, 2025, we recognized $6.3 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 months ended March 31, 2026.

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 March 31, 2026 and December 31, 2025, we had a balance of $8.6 million and $8.5 million, respectively, in capitalized contract acquisition costs and recognized $1.4 million of amortization for the three months ended March 31, 2026. For the three months ended March 31, 2025, we recognized $1.1 million of amortization. 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 months ended March 31, 2026 and 2025.

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 three months ended March 31, 2026 was as follows (in thousands):


Balance at December 31, 2025	$	4,979
Provision for credit losses	623
Amounts written off against allowance, net of recoveries	(1,106)
Balance at March 31, 2026	$	4,496

Note 4. Property and Equipment, net

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


	March 31, 2026		December 31, 2025
Land and improvements	$	18,072	$	18,268
Buildings and leasehold improvements	61,253		60,702
Broadcast equipment	116,185		115,224
Computer and office equipment	27,766		27,445
Furniture and fixtures	21,739		21,570
Transportation equipment	12,170		12,037
Software development costs	61,146		59,563
Total property and equipment, gross	318,331		314,809
Less accumulated depreciation and amortization	(208,636)		(204,766)
Total property and equipment, net	$	109,695	$	110,043

Depreciation and amortization expense for property and equipment was $4.2 million and $3.9 million for the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026, the Company recognized a $0.5 million net gain on the sale of property in Danbury, CT.

The Company had no material right of use assets related to its finance leases as of March 31, 2026 and December 31, 2025.

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 an increase in the weighted average cost of capital, the Company quantitatively evaluated the fair value of its FCC licenses at March 31, 2026.

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


	March 31, 2026
Discount Rate	13.7%
Long-term Revenue Growth Rate	(2.5)%
	Low	High
Mature Market Share*	18.7%	71.2%
Operating Profit Margin	27.3%	47.7%

* Market share assumption used when reliable third-party data is available. Otherwise, Company results and forecasts are utilized.

Based on the results of the interim impairment assessments of our FCC licenses, the Company incurred $8.6 million of impairment charges for FCC licenses in 14 of our 74 local markets for the three months ended March 31, 2026, and incurred no impairment charges for FCC licenses for the three months ended March 31, 2025, respectively. The impairment charge realized during the three months ended March 31, 2026 was primarily driven by changes in the market data utilized in determining the discount rate applied in the valuation of our FCC licenses, which drove an increase in the weighted average cost of capital. The changes in data were primarily driven by an increase in industry bond yields.

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 in excess of these assumptions, 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, 2025, the fair values of our National Digital, Townsquare Ignite, and Townsquare Interactive reporting units were in excess of their respective carrying values by approximately 47%, 106%, and 152%, respectively. The Local Advertising, Amped, Analytical Services and Live Events reporting units had no goodwill as of December 31, 2025.

The Company considered whether any events have occurred or circumstances have changed from the last quantitative analysis performed as of December 31, 2025 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 March 31, 2026.

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 March 31, 2026 and December 31, 2025, respectively (in thousands):


	March 31, 2026
	Weighted Average Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible Assets:
FCC licenses	Indefinite	$	138,295	$	—	$	138,295

Content rights and other intangible assets	1 - 7	22,430		(15,119)		7,311







Total		$	160,725	$	(15,119)	$	145,606


	December 31, 2025
	Weighted Average Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible Assets:
FCC licenses	Indefinite	$	146,883	$	—	$	146,883

Content rights and other intangible assets	1 - 7	22,430		(14,266)		8,164






Total		$	169,313	$	(14,266)	$	155,047

Amortization of definite-lived intangible assets was $0.9 million and $0.9 million for the three months ended March 31, 2026 and 2025, respectively.

Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of March 31, 2026 is as follows (in thousands):


2026 (remainder)	$	2,342
2027	1,978
2028	1,880
2029	646
2030	152
Thereafter	313
	$	7,311

Note 6. Long-Term Debt

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


	March 31, 2026		December 31, 2025
Term Loan	$	452,489	$	455,426


Revolver	5,000		2,000
Debt before unamortized discount and deferred financing costs	$	457,489	$	457,426
Unamortized discount and deferred financing costs	(23,316)		(24,429)
Total Debt	$	434,173	$	432,997
Less: current portion of long-term debt	(11,750)		(11,750)
Total long-term debt	$	422,423	$	421,247

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 Term Loan Facility and revolving loans incurred under the Revolving Credit Facility mature on February 19, 2030. The 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 March 31, 2026, the interest rate on the Term Loan was 8.59%, based on current SOFR levels and the applicable margin of 500 basis points. As of March 31, 2026, borrowings under the Revolving Credit Facility had an interest rate of approximately 7.40%, based on 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.

The Company was in compliance with its covenants under the Senior Secured Credit Facility as of March 31, 2026.

As of March 31, 2026, based on available market information, the estimated fair value of the Term Loan was $328.1 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 March 31, 2026 are as follows (in thousands):


2026 (remainder)	$	8,813
2027	13,513
2028	17,625
2029	22,325
2030	395,213
Thereafter	—
	$	457,489

Note 7. Income Taxes

The Company's effective tax rate for the three months ended March 31, 2026 and 2025 was approximately 123.3% and 66.8%, respectively.

The change in the effective tax rate for the three months ended March 31, 2026, is driven by the valuation allowance for interest expense carryforwards, non-deductible compensation and the effects of non-cash impairment charges recognized in the first quarter of 2026.

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 8. Stockholders' Deficit

Stock Options

During the three months ended March 31, 2026, eligible option holders tendered 19,500 options to purchase 19,500 shares of Townsquare common stock.

During the three months ended March 31, 2026, the Company did not grant any stock options.

The following table summarizes all option activity for the three months ended March 31, 2026:


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




Outstanding at December 31, 2025	6,859,321	$	7.21	5.56	$	11


Exercised	(19,500)	6.64			5

Forfeited and expired	(87,384)	8.76
Outstanding at March 31, 2026	6,752,437	$	7.19	5.32	$	19

Exercisable at March 31, 2026	4,833,704	$	7.01	4.84	$	19

The maximum contractual term of stock options is 10 years.

Restricted Stock Awards

During the three months ended March 31, 2026, the Company granted 140,911 restricted stock awards, including 120,150 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 three months ended March 31, 2026:


	Number of Shares	Weighted Average Fair Value








Non-vested balance at January 1, 2026	138,235	$	9.06
Shares granted	140,911	5.52
Shares vested	(89,179)	8.73

Non-vested balance at March 31, 2026	189,967	$	6.60

Restricted Stock Units

The following table summarizes restricted stock unit activity for the three months ended March 31, 2026:


	Number of Shares	Weighted Average Fair Value








Non-vested balance at January 1, 2026	1,120,393	$	7.29
Shares granted - service conditions	529,142	5.39
Shares granted - market conditions	890,030	5.41
Bonus shares granted	506,244	5.36
Shares vested	(941,232)	5.79
Shares canceled - market conditions	(218,543)	4.21
Non-vested balance at March 31, 2026	1,886,034	$	5.32

During the three months ended March 31, 2026, the Company granted 529,142 stock units with vesting periods ranging from vested at grant date to three years, and 506,244 bonus stock units that were 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 three months ended March 31, 2026, the Company granted 890,030 restricted stock units with a vesting period of three years and grant date fair values ranging from $2.06 - $3.63. 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
	$6.49	216,990
	$7.57	289,054
	$8.66	383,986

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			41.3%
Risk free interest rate			3.59%
Expected dividend yield			14.7%

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 three months ended March 31, 2026, a total of 37,671 shares of Class A common stock were issued under the 2021 Employee Stock Purchase Plan (the "ESPP").

For the three months ended March 31, 2026 and 2025, the Company recognized approximately $3.7 million and $4.2 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP.

As of March 31, 2026, total unrecognized stock-based compensation expense related to our stock options and restricted stock was $1.3 million and $6.9 million, respectively, and is expected to be recognized over a weighted average period of 1.2 years and 1.8 years, respectively.

Dividends Declared

On October 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 January 26, 2026, on February 2, 2026.

On March 4, 2026, the board of directors approved a quarterly dividend of $0.20 per share. The dividend of $3.6 million was paid to holders of record as of April 27, 2026, on May 4, 2026.

On May 1, 2026, the board of directors approved a quarterly cash dividend of $0.20 per share. The dividend will be payable on August 3, 2026 to shareholders of record as of the close of business on July 27, 2026.

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, primarily in the fourth quarter of the performance year or during the first quarter following each respective performance year. During the three months ended March 31, 2026 and 2025, a total of $1.0 million and $0.9 million of expense was recognized as a component of stock-based compensation in connection with the stock bonus program, respectively. A total of 506,244 and 566,359 shares were granted under the Stock Bonus Program for each of the performance years ended December 31, 2025 and 2024, respectively, during the three months ended March 31, 2026 and 2025, respectively.

Note 9. 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 months ended March 31, 2026 and 2025 (in thousands, except per share data):


	Three Months Ended March 31,
		2026		2025

Numerator:
Net income (loss)		$	2,957	$	(1,511)
Net income from non-controlling interest		183		471
Net income (loss) attributable to controlling interest		$	2,774	$	(1,982)






Denominator:
Weighted average shares of common stock outstanding		16,800		15,887
Effect of dilutive common stock equivalents		920		—
Weighted average diluted common shares outstanding		17,720		15,887

Basic income (loss) per share		$	0.17	$	(0.12)




Diluted income (loss) per share		$	0.16	$	(0.12)

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


	Three Months Ended March 31,
		2026	2025
Stock options		5,082	5,749
Stock options with unsatisfied market conditions		1,324	1,175
Restricted stock units		248	456
Restricted stock units with unsatisfied market conditions		1,168	644
Restricted stock awards		9	141
Shares to be issued under stock bonus program		—	239
Shares expected to be issued under the 2021 Employee Stock Purchase Plan		—	33

Note 10. 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 11. 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 March 31, 2026 (in thousands):


	Digital Advertising		Subscription Digital Marketing Solutions		Broadcast Advertising		Other		Corporate and Other Reconciling Items		Total
Net revenue	$	39,264	$	17,510	$	38,648	$	1,359	$	—	$	96,781
Direct operating expenses, excluding depreciation, amortization and stock-based compensation	31,758		11,610		31,169		1,040		—		75,577
Segment Profit	$	7,506	$	5,900	$	7,479	$	319	$	—	$	21,204
Depreciation and amortization	234		764		2,354		22		1,322		4,696
Corporate expenses	—		—		—		—		4,823		4,823
Stock-based compensation	493		101		436		3		2,698		3,731
Transaction and business realignment costs	—		—		679		6		456		1,141

Impairment of intangible assets	—		—		8,588		—		—		8,588

Net gain on sale and retirement of assets	—		—		(501)		—		—		(501)
Operating income (loss)	$	6,779	$	5,035	$	(4,077)	$	288	$	(9,299)	$	(1,274)

The following table presents the Company's reportable segment results for the three months ended March 31, 2025 (in thousands):


	Digital Advertising		Subscription Digital Marketing Solutions		Broadcast Advertising		Other		Corporate and Other Reconciling Items		Total
Net revenue	$	36,751	$	19,022	$	41,387	$	1,515	$	—	$	98,675
Direct operating expenses, excluding depreciation, amortization and stock-based compensation	28,851		12,846		32,943		1,176		—		75,816
Segment Profit	$	7,900	$	6,176	$	8,444	$	339	$	—	$	22,859
Depreciation and amortization	218		472		2,564		24		1,137		4,415
Corporate expenses	—		—		—		—		4,722		4,722
Stock-based compensation	436		133		414		3		3,202		4,188
Transaction and business realignment costs	—		—		224		6		2,208		2,438

Net gain on sale and retirement of assets	—		—		(37)		—		—		(37)
Operating income (loss)	$	7,246	$	5,571	$	5,279	$	306	$	(11,269)	$	7,133

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, and 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, including artificial intelligence, 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, including artificial intelligence, 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 2025 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 337 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

Highlights of Our Financial Performance

Certain key financial developments in our business for the three months ended March 31, 2026 as compared to the same period in 2025 are summarized below:

•Net revenue decreased $1.9 million, or 1.9%, primarily driven by a $2.7 million decrease in our Broadcast Advertising net revenue and a $1.5 million decrease in Subscription Digital Marketing Solutions net revenue, partially offset by a $2.5 million increase in our Digital Advertising net revenue.

•Excluding political revenue of $0.6 million for each of the three months ended March 31, 2026 and 2025, respectively, net revenue decreased $2.0 million, or 2.0%, to $96.1 million, Broadcast Advertising net revenue decreased $2.8 million, or 6.9%, to $38.0 million, and Digital Advertising net revenue increased $2.5 million, or 6.9%, to $39.2 million.

•Operating income decreased $8.4 million for the three months ended March 31, 2026. The decrease was primarily due to an $8.6 million non-cash impairment charge and the $1.9 million decrease in net revenue, partially offset by a $1.3 million decrease in transaction and business realignment costs.

•Broadcast Advertising reported an operating loss of $4.1 million for the three months ended March 31, 2026, which represents a decrease of $9.4 million, as compared to operating income of $5.3 million for the same period in 2025. The decrease is primarily due to an $8.6 million non-cash impairment charge and a $1.0 million decrease in segment profit, partially offset by a $0.5 million increase in net gain on sales and retirements of assets. Digital Advertising reported operating income of $6.8 million for the three months ended March 31, 2026, a decrease of $0.5 million, as compared to operating income of $7.2 million for the same period in 2025 due to a $0.4 million decrease in segment profit. Subscription Digital Marketing Solutions reported operating income of $5.0 million, a decrease of $0.5 million from the three months ended March 31, 2025, primarily due to a $0.3 million decrease in segment profit and higher depreciation and amortization.

Consolidated Results of Operations

Three months ended March 31, 2026 compared to three months ended March 31, 2025

The following table summarizes our historical consolidated results of operations:


($ in thousands)	Three Months Ended March 31,
Statement of Operations Data:	2026		2025		$ Change		% Change
Net revenue	$	96,781	$	98,675	$	(1,894)	(1.9)	%

Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation	75,577		75,816		(239)		(0.3)	%
Depreciation and amortization	4,696		4,415		281		6.4	%
Corporate expenses	4,823		4,722		101		2.1	%
Stock-based compensation	3,731		4,188		(457)		(10.9)	%
Transaction and business realignment costs	1,141		2,438		(1,297)		(53.2)	%

Impairment of intangible assets	8,588		—		8,588		**

Net gain on sales and retirement of assets	(501)		(37)		(464)		1,254.1	%
Total operating costs and expenses	98,055		91,542		6,513		7.1	%
Operating (loss) income	(1,274)		7,133		(8,407)		(117.9)	%
Other expense (income):
Interest expense, net	11,329		10,239		1,090		10.6	%
Loss on extinguishment of debt	—		1,452		(1,452)		(100.0)	%
Other expense (income), net	112		(9)		121		**
Loss from operations before tax	(12,715)		(4,549)		(8,166)		179.5	%
Income tax benefit	(15,672)		(3,038)		(12,634)		415.9	%


Net income (loss)	$	2,957	$	(1,511)	$	4,468	**

** not meaningful

Segment Results

The following table presents the Company's reportable segment net revenue, direct operating expenses and segment profit for the three months ended March 31, 2026 and 2025 (in thousands):


	Net Revenue								Direct Operating Expenses								Segment Profit
	Three Months Ended March 31,								Three Months Ended March 31,								Three Months Ended March 31,
	2026		2025		$ Change		% Change		2026		2025		$ Change		% Change		2026		2025		$ Change		% Change
Digital Advertising	$	39,264	$	36,751	$	2,513	6.8	%	$	31,758	$	28,851	$	2,907	10.1	%	$	7,506	$	7,900	$	(394)	(5.0)	%
Subscription Digital Marketing Solutions	17,510		19,022		(1,512)		(7.9)	%	11,610		12,846		(1,236)		(9.6)	%	5,900		6,176		(276)		(4.5)	%
Broadcast Advertising	38,648		41,387		(2,739)		(6.6)	%	31,169		32,943		(1,774)		(5.4)	%	7,479		8,444		(965)		(11.4)	%
Other	1,359		1,515		(156)		(10.3)	%	1,040		1,176		(136)		(11.6)	%	319		339		(20)		(5.9)	%
Total	$	96,781	$	98,675	$	(1,894)	(1.9)	%	$	75,577	$	75,816	$	(239)	(0.3)	%	$	21,204	$	22,859	$	(1,655)	(7.2)	%

Net Revenue

Net revenue for the three months ended March 31, 2026 decreased $1.9 million, or 1.9%, as compared to the same period in 2025. Broadcast Advertising net revenue decreased $2.7 million, or 6.6%, due to decreases in the purchases of advertising by our clients and Subscription Digital Marketing Solutions net revenue decreased $1.5 million, or 7.9%, due to reduced sales velocity as a result of lower sales headcount. These decreases were partially offset by an increase in Digital Advertising net revenue of $2.5 million, or 6.8%, due to increases in the purchases of advertising by our clients.

Direct Operating Expenses

Direct operating expenses for the three months ended March 31, 2026 decreased by $0.2 million, or 0.3%, as compared to the same period in 2025. Broadcast Advertising direct operating expenses decreased by $1.8 million, or 5.4%, primarily due to lower compensation and bad debt expense as compared to the same period in 2025. Subscription Digital Marketing Solutions direct operating expenses decreased by $1.2 million, or 9.6%, due to lower compensation as compared to the same period a year ago. These decreases were partially offset by a $2.9 million, or 10.1%, increase in Digital Advertising direct operating expenses due to higher inventory and compensation costs as compared to the same period in 2025.

Segment Profit

Segment profit for the three months ended March 31, 2026 decreased by $1.7 million, or 7.2%, when compared with the same period in 2025. Broadcast Advertising segment profit decreased $1.0 million, or 11.4%, primarily due to the decrease in net revenue. Digital Advertising segment profit decreased $0.4 million, or 5.0%, as compared to the same period in 2025, primarily due to the increase in inventory and compensation costs. Subscription Digital Marketing Solutions segment profit decreased $0.3 million, or 4.5% as compared to the same period in 2025, primarily due to lower revenue.

Transaction and Business Realignment Costs

Transaction and business realignment costs for the three months ended March 31, 2026 decreased $1.3 million, or 53.2%, as compared to the same period in 2025, primarily due to local market operational cost reduction efforts and costs related to the February 2025 debt refinancing incurred in 2025, which did not recur in 2026, partially offset by higher severance related expenses in the first quarter of 2026.

Impairment of Intangible Assets

The Company incurred $8.6 million of non-cash impairment charges related to FCC licenses during the three months ended March 31, 2026, as compared to no impairment for the same period in 2025. The impairment charges were primarily driven by increases in the discount rate applied in the valuation of our FCC licenses due to an increase in the weighted average cost of capital, caused by an increase in industry bond yields. For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.

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 $19.9 million which would have resulted in an incremental impairment charge of $10.3 million as of March 31, 2026. 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 $11.3 million which would have resulted in an incremental impairment charge of $8.9 million as of March 31, 2026. 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 $8.9 million which would result in an incremental impairment charge of $7.2 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 in excess of these assumptions, 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.

Interest Expense, net

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


	Three Months Ended March 31,
	2026		2025

2026 Notes	$	—	$	4,282
Term Loan	9,941		4,849
Revolver	79		86
Capital leases and other	196		260
Deferred financing costs	211		329
Debt discount amortization	902		433

Interest expense, net	$	11,329	$	10,239

Interest expense increased primarily due to the cost of borrowings under the February 2025 credit agreement, including the term loan and revolving credit facilities, partially offset by scheduled principal repayments. For further discussion related to the terms of the credit agreement and effective interest rates, see Note 6, Long-Term Debt, in the Notes to Unaudited Consolidated Financial Statements.

Benefit for income taxes

We recognized a benefit for income taxes of $15.7 million for the three months ended March 31, 2026, as compared to $3.0 million for the same period in 2025. Our effective tax rate for the three months ended March 31, 2026 and 2025 was approximately 123.3% and 66.8%, respectively. The increase in the effective tax rate and tax benefit for the three months ended March 31, 2026 is driven by the valuation allowance for interest expense carryforwards, non-deductible compensation and the effects of non-cash impairment charges recognized in the first quarter of 2026.

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.

Liquidity and Capital Resources

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


	Three Months Ended March 31,
	2026		2025
Cash and cash equivalents	$	2,182	$	5,528
Restricted cash	323		323

Cash provided by (used in) operating activities	4,195		(66)
Cash used in investing activities	(2,891)		(4,344)
Cash used in financing activities	(3,616)		(22,729)
Net decrease in cash and cash equivalents and restricted cash	$	(2,312)	$	(27,139)

Operating Activities

Net cash provided by operating activities was approximately $4.2 million for the three months ended March 31, 2026, as compared to net cash used in operating activities of $0.1 million for the same period in 2025. The increase was primarily related to lower cash interest payments in 2026 and net changes in working capital balances, particularly accrued expenses and accounts receivable.

Investing Activities

Net cash used in investing activities was $2.9 million for the three months ended March 31, 2026, as compared to $4.3 million for the same period in 2025. The decrease in net cash used in investing activities was primarily due to a $0.8 million decrease in purchases of property and equipment and a $0.6 million increase in net proceeds from sales of assets.

Financing Activities

Net cash used in financing activities was $3.6 million for the three months ended March 31, 2026, as compared to $22.7 million for the same period in 2025. The primary differences in net cash used in financing activities include:

•$25.7 million of net cash utilized in the February 2025 debt refinancing transactions, including fees and expenses;

•$3.0 million in net borrowings under the Revolver during the three months ended March 31, 2026, as compared to $7.0 million during the same period in 2025;

•Fixed term loan repayments of $2.9 million in 2026;

•$1.4 million of shares repurchased to cover employee tax withholdings on restricted stock that vested during the three months ended March 31, 2025, which did not recur in 2026; and

•$3.7 million of dividend payments in 2026, as compared to $3.1 million of dividend payments in 2025.

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 March 31, 2026, we had $434.2 million of outstanding indebtedness, net of unamortized discount and deferred financing costs of $23.3 million.

Based on the terms of our Senior Secured Credit Facility, as of March 31, 2026, we expect our mandatory debt service requirements to be approximately $50.7 million over the next twelve months. See Note 6, Long-Term Debt, in our Notes to Consolidated Financial Statements for additional information related to our Senior Secured Credit Facility.

As of March 31, 2026 we had $2.2 million of cash and cash equivalents, and $49.1 million of receivables from customers, which historically have had an average collection cycle of approximately 50 days. As of March 31, 2026, the Company had $15.0 million available under its revolving credit facility. Amounts borrowed under the revolving credit facility above an aggregate $6.0 million as of the end of each fiscal quarter requires compliance with a net leverage ratio covenant, which could limit the Company’s ability to access the full amount of the facility.

On March 4, 2026, the board of directors approved a quarterly dividend of $0.20 per share. The dividend of $3.6 million was paid to holders of record as of April 27, 2026 on May 4, 2026.

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, interest payments, 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 forms 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 2025 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 March 31, 2026.

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 March 31, 2026 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 months ended March 31, 2026. 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 2025 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.

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 March 31, 2026.

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













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* 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: May 11, 2026
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