Form 8-K

8-K — Townsquare Media, Inc.

Accession: 0001499832-26-000030

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0001499832

SIC: 4832 (RADIO BROADCASTING STATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tsq-20260511.htm (Primary)

EX-99.1 (a33126pressrelease.htm)

GRAPHIC — LOGO (tslogoa29.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tsq-20260511.htm · Sequence: 1

tsq-20260511

0001499832false00014998322026-05-112026-05-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 11, 2026

Townsquare Media, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36558

27-1996555

(State or other jurisdiction of incorporation or organization)

(Commission file number)

(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)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a - 12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 - Results of Operations and Financial Condition.

On May 11, 2026, Townsquare Media Inc. (the “Company”) issued a press release announcing operating results for the quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The Company uses the “Equity Investors” section of its website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Investors are urged to monitor the Company’s website for announcements of material information relating to the Company.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1

Press release, dated May 11, 2026

104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document).

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 hereunto duly authorized.

Date: May 11, 2026

TOWNSQUARE MEDIA, INC.

By: /s/ Stuart Rosenstein

Name: Stuart Rosenstein

Title: Executive Vice President and Chief Financial Officer

EX-99.1

Filename: a33126pressrelease.htm · Sequence: 2

Document

IMMEDIATE RELEASE

TOWNSQUARE REPORTS Q1 RESULTS WITH DIGITAL DRIVING

63% OF SEGMENT PROFIT AND 59% OF NET REVENUE

Digital Advertising Revenue Grows +7% YoY in Q1'26

Media Partnerships Revenue Doubles; Now Serving 13 Partners

Purchase, NY – May 11, 2026 - Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare”, the “Company,” “we,” “us” or “our”) announced today its financial results for the first quarter ended March 31, 2026.

“I am pleased to share that Townsquare’s first quarter results met our previously issued net revenue and Adjusted EBITDA guidance, driven by the strength of our differentiated Digital Advertising platform. Additionally, we are reaffirming our 2026 full year guidance for both net revenue and Adjusted EBITDA. In the first quarter, net revenue decreased -1.9% year-over-year, Adjusted EBITDA decreased -9.7% year-over-year, and net income improved $4.5 million year-over-year,” commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc. “With our digital growth engine driving our performance, each year our business mix continues to shift to a greater percentage of both digital revenue and profit. In the first quarter, 59% of our total revenue and 63% of our total Segment Profit was generated from our differentiated digital solutions - each our highest percentages ever. Our Digital Advertising revenue returned to high-single digit revenue growth in Q1, which we believe will continue throughout the year due to the consistent performance of our digital programmatic offering and the success of our Media Partnership division; the strong revenue growth of the direct sales of our local owned and operated digital properties; and the stabilization of our online audience and remnant revenue. I would also like to highlight Townsquare Interactive’s strong profit performance, with Segment Profit margin of 34% in Q1, representing year-over-year margin expansion.”

Mr. Wilson continued, “Looking forward, due to our confidence in our Digital First Local Media strategy, our focus on markets outside of the Top 50 U.S. cities, and the strong cash generation characteristics of our business model, we remain assured in our ability to build shareholder value for our investors through long-term net revenue, Adjusted EBITDA and cash flow growth, net leverage reduction, and future dividend payments,” concluded Mr. Wilson.

The Company announced today that its 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. As of the last closing price, this reflects a dividend yield of approximately 12%.

Segment Reporting

We have three reportable operating segments, Digital Advertising, Subscription Digital Marketing Solutions, and Broadcast Advertising. The Digital Advertising segment, marketed externally as Townsquare Ignite, includes digital advertising on our digital programmatic advertising platform and our owned and operated digital properties, and our first party data digital management platform. The Subscription Digital Marketing Solutions segment includes our subscription digital marketing solutions business, Townsquare Interactive. The Broadcast Advertising segment includes our local, regional, and national advertising products and solutions delivered via terrestrial radio broadcast, and other miscellaneous revenue that is associated with our broadcast advertising platform. The remainder of our business is reported in the Other category, which includes our live events business.

First Quarter Results*

•As compared to the first quarter of 2025:

•Net revenue decreased 1.9%, and 2.0% excluding political

•Net income (loss) improved $4.5 million from a net loss of $1.5 million to net income of $3.0 million

•Adjusted EBITDA decreased 9.7%, and 10.3% excluding political

•Total Digital net revenue increased 1.8%

•Digital Advertising net revenue increased 6.8%

•Subscription Digital Marketing Solutions (“Townsquare Interactive”) net revenue decreased 7.9%

•Total Digital Segment Profit decreased 4.8%

•Digital Advertising Segment Profit decreased 5.0%

•Subscription Digital Marketing Solutions Segment Profit decreased 4.5%

•Broadcast Advertising net revenue decreased 6.6%, and 6.9% excluding political

•Net income per diluted share was $0.16 and Adjusted Net Loss per diluted share was $0.16

*See below for discussion of non-GAAP measures.

Guidance

For the second quarter of 2026, net revenue is expected to be between $114 million and $116 million, and Adjusted EBITDA is expected to be between $24 million and $25 million.

For the full year 2026, net revenue is reaffirmed to be between $420 million and $440 million, and Adjusted EBITDA is reaffirmed to be between $87 million and $93 million.

Quarter Ended March 31, 2026 Compared to the Quarter Ended March 31, 2025

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 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.

Excluding political revenue of $0.6 million for each of the three months ended March 31, 2026 and 2025, 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.

Net Income (Loss)

For the three months ended March 31, 2026, we reported net income of $3.0 million, an increase of $4.5 million as compared to a net loss of $1.5 million in the same period in 2025. The increase was primarily due to a $12.6 million increase in income tax benefit due to a reduction in the valuation for interest expense carryforwards, a $1.5 million loss on the extinguishment of debt recognized in the first quarter of 2025 and a $1.3 million decrease in transaction and business realignment costs. These amounts were partially offset by $8.6 million of non-cash impairment charges, the $1.9 million decrease in net revenue and a $1.1 million increase in interest expense. Adjusted Net Loss increased $1.9 million to $2.7 million, as compared to $0.9 million for the first quarter of 2025.

Adjusted EBITDA

Adjusted EBITDA for the three months ended March 31, 2026 decreased $1.8 million, or 9.7%, to $16.4 million, as compared to $18.1 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $1.8 million, or 10.3%, to $15.8 million, as compared to $17.7 million in the same period last year.

Liquidity and Capital Resources

As of March 31, 2026, we had a total of $2.2 million of cash and cash equivalents and $457.5 million of outstanding indebtedness, representing 5.30x and 5.27x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended March 31, 2026 of $86.4 million.

The table below presents a summary, as of May 6, 2026, of our outstanding common stock (net of treasury shares).

Security

Number Outstanding Description

Class A common stock 16,638,496 One vote per share.

Class B common stock 815,296

10 votes per share.1

Class C common stock 500,000

No votes.1

Total 17,953,792

1 Each share converts into one share of Class A common stock upon transfer or at the option of the holder, subject to certain conditions, including compliance with FCC rules.

Conference Call

Townsquare Media, Inc. will host a conference call to discuss certain first quarter 2026 financial results and 2026 guidance on Monday, May 11, 2026 at 8:00 a.m. Eastern Time. The conference call dial-in number is 1-800-717-1738 (U.S. & Canada) or 1-646-307-1865 (International) and the conference ID is “Townsquare.” A live webcast of the conference call will also be available on the investor relations page of the Company’s website at www.townsquaremedia.com.

A replay of the conference call will be available through May 18, 2026. To access the replay, please dial 1-844-512-2921 (U.S. and Canada) or 1-412-317-6671 (International) and enter confirmation code 1199273. A web-based archive of the conference call will also be available at the above website.

About Townsquare Media, Inc.

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 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. For more information, please visit www.townsquaremedia.com, www.townsquareinteractive.com and www.townsquareignite.com.

Forward-Looking Statements

Except for the historical information contained in this press release, the matters addressed are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 and the effect on advertising activity, industry conditions, including existing competition, artificial intelligence and future competitive technologies, the popularity of radio as a broadcasting and advertising medium, cancellations, disruptions or postponements of advertising schedules in response to national or world events, our ability to develop and maintain digital technologies (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, for the year ended December 31, 2025, filed with the SEC on March 16, 2026, 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.

Non-GAAP Financial Measures and Definitions

In this press release, we refer to Adjusted EBITDA, Adjusted EBITDA (Excluding Political), Adjusted Net Income and Adjusted Net Income Per Share which are financial measures that have not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).

We define Adjusted EBITDA as net income before the deduction of income taxes, interest expense, net, (gain) loss on repayments, repurchases and extinguishment of debt, transaction and business realignment costs, depreciation and amortization, stock-based compensation, impairments, net (gain) loss on sale and retirement of assets and other expense (income), net. We define Adjusted EBITDA (Excluding Political) as Adjusted EBITDA less political net revenue, net of a fifteen percent deduction to account for estimated national representative firm fees, music licensing fees and sales commissions expense. Adjusted Net Income is defined as net income before the deduction of transaction and business realignment costs, impairments, net (gain) loss on sale and retirement of assets, (gain) loss on repayments, repurchases and extinguishment of debt and net income attributable to non-controlling interest, net of income taxes stated at the Company's applicable statutory effective tax rate. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the weighted average shares outstanding. We define Net Leverage as our total outstanding indebtedness, net of our total cash balance as of March 31, 2026, divided by our Adjusted EBITDA for the twelve months ended March 31, 2026. These measures do not represent, and should not be considered as alternatives to or superior to, financial results and measures determined or calculated in accordance with GAAP. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. You should be aware that in the future we may incur expenses or charges that are the same as or similar to some of the adjustments in the presentation, and we do not infer that our future results will be unaffected by unusual or nonrecurring items. In addition, these non-GAAP measures may not be comparable to similarly-named measures reported by other companies.

We use Adjusted EBITDA and Adjusted EBITDA (Excluding Political) to facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting interest expense), taxation and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance, and to facilitate year over year comparisons, by backing out the impact of political revenue which varies depending on the election cycle and may be unrelated to operating performance. We use Adjusted Net Income and Adjusted Net Income Per Share to assess total company operating performance on a consistent basis. We use Net Leverage to measure the Company’s ability to handle its debt burden. We believe that these measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our business operating results, including underlying trends, by excluding the effects of net, (gain) loss on repayments, repurchases and extinguishment of debt, transaction costs, net (gain) loss on sale and retirement of assets, business realignment costs and impairments. Further, while discretionary bonuses for members of management are not determined with reference to specific targets, our board of directors may consider Adjusted EBITDA, Adjusted EBITDA (Excluding Political), Adjusted Net Income, Adjusted Net Income Per Share, and Net Leverage when determining discretionary bonuses.

Investor Relations

Claire Yenicay

(203) 900-5555

investors@townsquaremedia.com

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

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

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

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

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

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.

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT

(in Thousands)

(unaudited)

Three Months Ended

March 31,

2026 2025 % Change

Digital Advertising $ 39,264 $ 36,751 6.8 %

Subscription Digital Marketing Solutions 17,510 19,022 (7.9) %

Broadcast Advertising 38,648 41,387 (6.6) %

Other 1,359 1,515 (10.3) %

Net revenue 96,781 98,675 (1.9) %

Digital Advertising expenses 31,758 28,851 10.1 %

Subscription Digital Marketing Solutions Expenses 11,610 12,846 (9.6) %

Broadcast Advertising expenses 31,169 32,943 (5.4) %

Other expenses 1,040 1,176 (11.6) %

Direct operating expenses 75,577 75,816 (0.3) %

Depreciation and amortization 4,696 4,415 6.4 %

Corporate expenses 4,823 4,722 2.1 %

Stock-based compensation 3,731 4,188 (10.9) %

Transaction and business realignment costs 1,141 2,438 (53.2) %

Impairment of intangible assets 8,588 — **

Net gain on sales and retirements of assets (501) (37) 1,254.1 %

Total operating costs and expenses 98,055 91,542 7.1 %

Operating (loss) income (1,274) 7,133 (117.9) %

Other expense (income):

Interest expense, net 11,329 10,239 10.6 %

Loss on extinguishment of debt — 1,452 (100.0) %

Other expense (income), net 112 (9) **

Loss from operations before tax (12,715) (4,549) 179.5 %

Income tax benefit (15,672) (3,038) 415.9 %

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

** not meaningful

The following table presents Net revenue by segment and Segment Profit for the three months ended March 31, 2026, and 2025, respectively (in thousands):

Three Months Ended

March 31,

(Unaudited)

2026 2025 % Change

Digital Advertising $ 39,264 $ 36,751 6.8 %

Subscription Digital Marketing Solutions 17,510 19,022 (7.9) %

Digital 56,774 55,773 1.8 %

Broadcast Advertising 38,648 41,387 (6.6) %

Other 1,359 1,515 (10.3) %

Net revenue $ 96,781 $ 98,675 (1.9) %

Digital Advertising $ 7,506 $ 7,900 (5.0) %

Subscription Digital Marketing Solutions 5,900 6,176 (4.5) %

Digital 13,406 14,076 (4.8) %

Broadcast Advertising 7,479 8,444 (11.4) %

Other 319 339 (5.9) %

Segment Profit $ 21,204 $ 22,859 (7.2) %

The following table reconciles Net revenue to Net revenue, excluding political revenue on a GAAP basis by segment for the three months ended March 31, 2026, and 2025, respectively (in thousands):

Three Months Ended

March 31,

(Unaudited)

2026 2025 % Change

Digital Advertising $ 39,264 $ 36,751 6.8 %

Subscription Digital Marketing Solutions 17,510 19,022 (7.9) %

Digital 56,774 55,773 1.8 %

Broadcast Advertising 38,648 41,387 (6.6) %

Other 1,359 1,515 (10.3) %

Net revenue $ 96,781 $ 98,675 (1.9) %

Digital Advertising political revenue 28 49 (42.9) %

Subscription Digital Marketing Solutions political revenue — — —

Broadcast Advertising political revenue 617 518 19.1 %

Other political revenue — — —

Political revenue $ 645 $ 567 13.8 %

Digital Advertising net revenue (ex. political) 39,236 36,702 6.9 %

Subscription Digital Marketing Solutions net revenue (ex. political) 17,510 19,022 (7.9) %

Digital net revenue (ex. political) 56,746 55,724 1.8 %

Broadcast Advertising political net revenue (ex. political) 38,031 40,869 (6.9) %

Other net revenue (ex. political) 1,359 1,515 (10.3) %

Net revenue (ex. political) $ 96,136 $ 98,108 (2.0) %

The following table reconciles net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Loss for the three months ended March 31, 2026, and 2025, respectively (in thousands, except per share data):

Three Months Ended

March 31,

(Unaudited)

2026 2025

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

Income tax benefit (15,672) (3,038)

Loss from operations before taxes (12,715) (4,549)

Transaction and business realignment costs 1,141 2,438

Impairment of intangible assets 8,588 —

Net gain on sales and retirements of assets (501) (37)

Loss on extinguishment of debt — 1,452

Net income attributable to non-controlling interest, net of income taxes (183) (471)

Adjusted net loss before income taxes (3,670) (1,167)

Income tax benefit (1)

(933) (296)

Adjusted Net Loss $ (2,737) $ (871)

Adjusted Net Loss Per Share:

Basic $ (0.16) $ (0.05)

Diluted $ (0.16) $ (0.05)

Weighted average shares outstanding:

Basic 16,800 15,887

Diluted 16,800 15,887

(1) Income tax provision for the three months ended March 31, 2026 and 2025, respectively, was calculated using the Company's statutory effective tax rate.

The following table reconciles net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA, Adjusted EBITDA (Excluding Political), and Adjusted EBITDA Less Interest, Capex and Taxes for the three months ended March 31, 2026, and 2025, respectively (dollars in thousands):

Three Months Ended

March 31,

(Unaudited)

2026 2025

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

Income tax benefit (15,672) (3,038)

Interest expense, net 11,329 10,239

Loss on extinguishment of debt — 1,452

Depreciation and amortization 4,696 4,415

Stock-based compensation 3,731 4,188

Transaction and business realignment costs 1,141 2,438

Impairment of intangible assets 8,588 —

Other (a)

(389) (46)

Adjusted EBITDA $ 16,381 $ 18,137

Political Adjusted EBITDA (548) (482)

Adjusted EBITDA (Excluding Political) $ 15,833 $ 17,655

Political Adjusted EBITDA 548 482

Net cash paid for interest (10,632) (17,959)

Capital expenditures (3,637) (4,475)

Cash paid for taxes (80) (56)

Adjusted EBITDA Less Interest, Capex and Taxes $ 2,032 $ (4,353)

(a) Other includes net (gain) loss on sales and retirements of assets and other expense (income), net.

The following table reconciles net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA on a quarterly basis for the twelve months ended March 31, 2026 (dollars in thousands):

Three Months Ended Twelve Months Ended

(Unaudited)

June 30, 2025 September 30, 2025 December 31, 2025 March 31, 2026 March 31, 2026

Net income (loss) $ 2,009 $ (5,498) $ (4,750) $ 2,957 $ (5,282)

Income tax provision (benefit) 6,289 (1,060) 2,537 (15,672) (7,906)

Interest expense, net 12,652 12,606 12,427 11,329 49,014

Gain on repurchase of debt — (247) — — (247)

Depreciation and amortization 4,558 4,646 4,789 4,696 18,689

Stock-based compensation 3,790 3,066 2,732 3,731 13,319

Transaction and business realignment costs 1,389 6,891 932 1,141 10,353

Impairment of intangible assets, goodwill and long-lived assets 1,500 3,098 4,313 8,588 17,499

Other (a)

(5,766) (1,486) (1,447) (389) (9,088)

Adjusted EBITDA $ 26,421 $ 22,016 $ 21,533 $ 16,381 $ 86,351

(a) Other includes net (gain) loss on sales and retirements of assets and other expense (income), net.

The following tables provide the calculation of Segment Profit for the three months ended March 31, 2026, and 2025 (in thousands). Segment Profit represents net revenue less direct operating expenses, excluding depreciation, amortization, and stock-based compensation:

Three Months Ended March 31, 2026

(Unaudited)

Digital Advertising Subscription Digital Marketing Solutions Broadcast Advertising Other 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

Three Months Ended March 31, 2025

(Unaudited)

Digital Advertising Subscription Digital Marketing Solutions Broadcast Advertising Other 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

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