Form 8-K

8-K — Townsquare Media, Inc.

Accession: 0001499832-26-000044

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001499832

SIC: 4832 (RADIO BROADCASTING STATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tsq-20260806.htm (Primary)

EX-99.1 (a63026pressrelease.htm)

GRAPHIC — TSQ LOGO (tslogoa29.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tsq-20260806.htm · Sequence: 1

tsq-20260806

0001499832false00014998322026-08-062026-08-06

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): August 6, 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 August 6, 2026, Townsquare Media Inc. (the “Company”) issued a press release announcing operating results for the quarter ended June 30, 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 August 6, 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: August 6, 2026

TOWNSQUARE MEDIA, INC.

By: /s/ Stuart Rosenstein

Name: Stuart Rosenstein

Title: Executive Vice President and Chief Financial Officer

EX-99.1

Filename: a63026pressrelease.htm · Sequence: 2

Document

IMMEDIATE RELEASE

TOWNSQUARE REPORTS SECOND QUARTER 2026 RESULTS;

DIGITAL ADVERTISING REVENUE ACCELERATES TO 11% GROWTH YEAR-OVER-YEAR

Digital Represents 57% of 1H'26 Net Revenue and 59% of 1H'26 Segment Profit

Media Partnerships on Pace to More Than Double Revenue in 2026; Now Serving 16 Partners

Purchase, NY – August 6, 2026 - Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare”, the “Company,” “we,” “us” or “our”) announced today its financial results for the second quarter ended June 30, 2026.

“I am pleased to share that Townsquare once again delivered results in line with the net revenue and Adjusted EBITDA guidance we previously provided, reflecting the continued execution of our Digital First Local Media Strategy,” commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc. “Digital Advertising delivered another quarter of accelerating growth, our Media Partnerships business continued to scale rapidly, Townsquare Interactive achieved record profitability, and our Broadcast business generated meaningful cash flow while outperforming the industry. Together, these businesses drove second quarter net revenue of $115.4 million. For the second quarter, we reported a net loss of $41.8 million, which included significant non-cash impairment charges related to FCC licenses, as well as Adjusted EBITDA of $24.8 million and Adjusted Net Income of $3.7 million.”

“Our Digital Advertising business, Townsquare Ignite, grew revenue 11% year-over-year, accelerating meaningfully from 7% year-over-year growth in the first quarter (and 2025’s growth rate of 2%), and we expect that momentum to further strengthen in the third quarter. Our Media Partnerships business, which did not exist just over two years ago, now extends our Digital Advertising platform into 41 incremental markets through 16 media partners (and growing). Together with Townsquare’s 74 owned markets, we have a digital programmatic advertising presence in 115 markets across the United States. Importantly, Media Partnership revenue is expected to more than double in 2026. Townsquare Interactive, our Subscription Digital Marketing Solutions business, delivered another quarter of record Segment Profit margins of nearly 38% while revenue stabilized sequentially in the quarter. As a result, our Digital businesses represented 57% of Townsquare’s net revenue and 59% of Segment Profit in the first six months of the year.”

“We believe the combination of multiple scalable, high-margin digital growth platforms and a durable Broadcast cash flow business creates a differentiated company with significant long-term opportunities to drive shareholder value through sustained 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 November 2, 2026 to shareholders of record as of the close of business on October 26, 2026. As of the last closing price, this reflects a dividend yield of approximately 13%.

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.

Second Quarter Results*

•As compared to the second quarter of 2025:

•Net revenue decreased 0.1%, and 0.8% excluding political

•Net income decreased $43.8 million to a net loss of $41.8 million

•Adjusted EBITDA decreased 6.2%, and 8.8% excluding political

•Total Digital net revenue increased 5.0%

•Digital Advertising net revenue increased 11.0%

•Subscription Digital Marketing Solutions (“Townsquare Interactive”) net revenue decreased 8.5%

•Total Digital Segment Profit increased 1.2%

•Digital Advertising Segment Profit was essentially flat

•Subscription Digital Marketing Solutions Segment Profit increased 3.4%

•Broadcast Advertising net revenue decreased 5.5%, and 7.2% excluding political

•Net loss per diluted share was $(2.36) and Adjusted Net Income per diluted share was $0.21

Year-to-Date Highlights*

•As compared to the six months ended June 30, 2025:

•Net revenue decreased 0.9%, and 1.3% excluding political

•Net income decreased $39.3 million to a net loss of $38.8 million

•Adjusted EBITDA decreased 7.6%, and 9.4% excluding political

•Total Digital net revenue increased 3.5%

•Digital Advertising net revenue increased 9.1%

•Subscription Digital Marketing Solutions net revenue decreased 8.2%

•Total Digital Segment Profit decreased 1.5%

•Digital Advertising Segment Profit decreased 2.1%

•Subscription Digital Marketing Solutions Segment Profit decreased 0.5%

•Broadcast Advertising net revenue decreased 6.0%, and 7.1% excluding political

•Net loss per diluted share was $(2.26) and Adjusted Net Income per diluted share was $0.06

*See below for discussion of non-GAAP measures.

Guidance

For the third quarter of 2026, net revenue is expected to be between $108 million and $110 million, and Adjusted EBITDA is expected to be between $22.5 million and $23.5 million.

For the full year 2026, net revenue is expected to be between $425 million and $431 million, and Adjusted EBITDA is expected to be between $87 million and $90 million, both within our original guidance ranges.

Quarter Ended June 30, 2026 Compared to the Quarter Ended June 30, 2025

Net Revenue

Net revenue for the three months ended June 30, 2026 decreased $0.1 million, or 0.1%, as compared to the same period in 2025. Broadcast Advertising net revenue decreased $2.7 million, or 5.5%, due to decreases in the purchases of advertising by our clients, Subscription Digital Marketing Solutions net revenue decreased $1.6 million, or 8.5%, due to reduced sales velocity as a result of lower sales headcount, and Other net revenue decreased $0.5 million, or 9.9%. These decreases were largely offset by an increase in Digital Advertising net revenue of $4.7 million, or 11.0%, due to increases in the purchases of advertising by our clients.

Excluding political revenue of $1.3 million and $0.6 million for the three months ended June 30, 2026 and 2025, net revenue decreased $0.9 million, or 0.8%, to $114.0 million, Broadcast Advertising net revenue decreased $3.5 million, or 7.2%, to $45.3 million, and Digital Advertising net revenue increased $4.7 million, or 11.1%, to $47.1 million.

Net (Loss) Income

For the three months ended June 30, 2026, we reported net loss of $41.8 million, a decrease of $43.8 million, as compared to net income of $2.0 million in the same period in 2025. The decrease was primarily due to a $25.1 million increase in non-cash impairment charges related to FCC licenses, an $11.7 million increase in the income tax provision driven by the valuation allowance for interest expense carryforwards resulting from higher non-cash impairment charges and non-deductible compensation, a $6.0 million decrease in net gain on sales and retirement of assets and a $1.7 million increase in direct operating expenses, partially offset by a $1.2 million decrease in interest expense. Adjusted Net Income increased $0.1 million to $3.7 million, as compared to $3.6 million for the second quarter of 2025.

Adjusted EBITDA

Adjusted EBITDA for the three months ended June 30, 2026 decreased $1.6 million, or 6.2%, to $24.8 million, as compared to $26.4 million for the same period last year. Adjusted EBITDA (Excluding Political) decreased $2.3 million, or 8.8%, to $23.7 million, as compared to $25.9 million in the same period in 2025.

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

Net Revenue

Net revenue for the six months ended June 30, 2026 decreased $2.0 million, or 0.9%, as compared to the same period in 2025. Broadcast Advertising net revenue decreased $5.4 million, or 6.0%, due to decreases in the purchases of advertising by our clients, Subscription Digital Marketing Solutions net revenue decreased $3.1 million, or 8.2%, due to reduced sales velocity, and Other net revenue decreased $0.6 million, or 10.0%, due to the performance of certain events in 2026 as compared to 2025. These decreases were partially offset by an increase in Digital Advertising net revenue of $7.2 million, or 9.1%.

Excluding political revenue of $2.0 million and $1.1 million for the six months ended June 30, 2026 and 2025, respectively, net revenue decreased $2.9 million, or 1.3% to $210.1 million, Broadcast Advertising net revenue decreased $6.3 million, or 7.1%, to $83.3 million, and Digital Advertising net revenue increased $7.2 million, or 9.2%, to $86.4 million.

Net (Loss) Income

For the six months ended June 30, 2026, we reported net loss of $38.8 million, a decrease of $39.3 million as compared to net income of $0.5 million in the same period last year. The decrease in net income was due to a $33.7 million increase in non-cash impairment charges related to FCC licenses, a $5.6 million decrease in gain on sale and retirement of assets, the $2.0 million decrease in net revenue discussed above, and a $1.4 million increase in direct operating expenses. These amounts were partially offset by a $1.5 million loss on the early extinguishment of debt recognized in 2025 due to the repurchase of our 2026 Notes. Adjusted Net Income decreased $1.8 million to $1.0 million, as compared to $2.8 million for the same period last year.

Adjusted EBITDA

Adjusted EBITDA for the six months ended June 30, 2026 decreased $3.4 million, or 7.6%, to $41.2 million, as compared to $44.6 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $4.1 million, or 9.4%, to $39.5 million, as compared to $43.6 million in the same period in 2025.

Liquidity and Capital Resources

As of June 30, 2026, we had a total of $1.2 million of cash and cash equivalents and $462.2 million of outstanding indebtedness, representing 5.46x and 5.44x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended June 30, 2026 of $84.7 million.

The table below presents a summary, as of August 3, 2026, of our outstanding common stock (net of treasury shares).

Security

Number Outstanding Description

Class A common stock 16,916,343 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 18,231,639

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 second quarter 2026 financial results and 2026 guidance on Thursday, August 6, 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 August 13, 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 1196403. 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 (loss) income before the deduction of income taxes, interest expense, net, (gain) loss on 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 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 June 30, 2026, divided by our Adjusted EBITDA for the twelve months ended June 30, 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 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)

June 30,

2026 December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents $ 1,170 $ 4,759

Accounts receivable, net of allowance for credit losses of $4,459 and $4,979, respectively

60,320 52,048

Prepaid expenses and other current assets 13,509 12,582

Total current assets

74,999 69,389

Property and equipment, net 109,591 110,043

Intangible assets, net 118,109 155,047

Goodwill 147,590 147,590

Investments 725 725

Operating lease right-of-use assets 42,789 45,099

Other assets 596 667

Restricted cash 323 58

Total assets

$ 494,722 $ 528,618

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable $ 9,393 $ 6,895

Current portion of long-term debt 12,500 11,750

Deferred revenue 8,377 8,737

Accrued compensation and benefits 8,005 11,486

Accrued expenses and other current liabilities 30,148 30,886

Operating lease liabilities, current 7,641 7,688

Accrued interest 4,535 4,791

Total current liabilities 80,599 82,233

Long-term debt, net of discount and deferred finance costs of $22,210 and $24,429, respectively

427,537 421,247

Deferred tax liability 18,888 16,763

Operating lease liability, net of current portion 40,511 42,101

Other long-term liabilities 6,397 7,266

Total liabilities

573,932 569,610

Stockholders’ deficit:

Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 17,790,170 and 16,180,932 shares issued and outstanding, respectively

178 162

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 191 175

Treasury stock, at cost; 965,399 and 965,399 shares of Class A common stock, respectively

(11,200) (11,203)

Additional paid-in capital 329,993 319,818

Accumulated deficit (400,391) (353,195)

Non-controlling interest 2,197 3,413

Total stockholders’ deficit

(79,210) (40,992)

Total liabilities and stockholders’ deficit

$ 494,722 $ 528,618

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in Thousands, Except Per Share Data)

(unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Net revenue $ 115,353 $ 115,448 $ 212,134 $ 214,123

Operating costs and expenses:

Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 84,510 82,829 160,087 158,645

Depreciation and amortization 4,783 4,558 9,479 8,973

Corporate expenses 6,051 6,198 10,874 10,920

Stock-based compensation 3,302 3,790 7,033 7,978

Transaction and business realignment costs 2,173 1,389 3,314 3,827

Impairment of intangible assets

26,643 1,500 35,231 1,500

Net loss (gain) on sales and retirement of assets 183 (5,866) (318) (5,903)

Total operating costs and expenses 127,645 94,398 225,700 185,940

Operating (loss) income (12,292) 21,050 (13,566) 28,183

Other expense:

Interest expense, net 11,430 12,652 22,759 22,891

Loss on extinguishment of debt — — — 1,452

Other expense, net 47 100 159 91

(Loss) income from operations before tax (23,769) 8,298 (36,484) 3,749

Income tax provision 18,037 6,289 2,365 3,251

Net (loss) income $ (41,806) $ 2,009 $ (38,849) $ 498

Net (loss) income attributable to:

Controlling interests $ (41,976) $ 1,567 $ (39,202) $ (415)

Non-controlling interests 170 442 353 913

Net (loss) income $ (41,806) $ 2,009 $ (38,849) $ 498

Basic (loss) income per share $ (2.36) $ 0.10 $ (2.26) $ (0.03)

Diluted (loss) income per share $ (2.36) $ 0.09 $ (2.26) $ (0.03)

Weighted average shares outstanding:

Basic 17,818 16,225 17,312 16,057

Diluted 17,818 16,509 17,312 16,057

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in Thousands)

(unaudited)

Six Months Ended June 30,

2026 2025

Cash flows from operating activities:

Net (loss) income $ (38,849) $ 498

Adjustments to reconcile net (loss) income to net cash provided by operating activities

Depreciation and amortization 9,479 8,973

Amortization of debt discount and deferred financing costs 2,364 2,011

Non-cash lease income (425) (849)

Net deferred taxes and other 2,125 2,901

Allowance for credit losses 1,576 1,869

Stock-based compensation expense 7,033 7,978

Loss on extinguishment of debt — 1,452

Trade and barter activity, net (1,130) (267)

Impairment of intangible assets 35,231 1,500

Net gain on sales and retirements of assets (318) (5,903)

Amortization of content rights 739 739

Change in content rights liabilities (971) (833)

Other 1,612 1,391

Changes in assets and liabilities:

Accounts receivable (9,561) (860)

Prepaid expenses and other assets (683) (1,762)

Accounts payable 2,342 5,399

Accrued expenses (2,524) (5,892)

Accrued interest (256) (8,422)

Other long-term liabilities (5) 206

Net cash provided by operating activities 7,779 10,129

Cash flows from investing activities:

Purchases of property and equipment (7,037) (8,265)

Net proceeds from sales of assets 842 6,349

Proceeds from insurance recoveries 54 10

Net cash used in investing activities (6,141) (1,906)

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 (5,875) (2,938)

Deferred financing costs — (4,676)

Borrowings under the revolving credit facility 10,000 10,000

Repayment of borrowings under the revolving credit facility — (10,000)

Dividend payments (7,240) (6,558)

Proceeds from stock options exercised 381 691

Shares withheld in lieu of employee tax withholding — (1,475)

Withholdings for shares issued under the ESPP 174 289

Cash distribution to non-controlling interests (1,569) (1,299)

Repayments of capitalized obligations (833) (705)

Net cash used in financing activities (4,962) (37,707)

Cash and cash equivalents and restricted cash:

Net decrease in cash, cash equivalents and restricted cash (3,324) (29,484)

Beginning of period 4,817 32,990

End of period $ 1,493 $ 3,506

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in Thousands)

(unaudited)

Six Months Ended June 30,

2026 2025

Supplemental Disclosure of Cash Flow Information:

Cash payments:

Interest

$ 20,574 $ 29,340

Income and Franchise taxes

452 785

Supplemental Disclosure of Non-cash Activities:

Dividends declared, but not paid during the period $ 4,027 $ 3,519

Accrued financing costs — 849

Property and equipment acquired in exchange for advertising(1)

865 522

Accrued capital expenditures 106 212

Financed equipment purchases 641 —

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

$ 5,729 $ 6,110

Right-of-use assets obtained in exchange for operating lease obligations

2,582 1,899

Reconciliation of cash, cash equivalents and restricted cash

Cash and cash equivalents $ 1,170 $ 3,183

Restricted cash 323 323

$ 1,493 $ 3,506

(1) Represents total advertising services provided by the Company in exchange for property and equipment during each of the six months ended June 30, 2026 and 2025, respectively.

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT

(in Thousands)

(unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 % Change 2026 2025 % Change

Digital Advertising $ 47,221 $ 42,538 11.0 % $ 86,485 $ 79,289 9.1 %

Subscription Digital Marketing Solutions 17,166 18,767 (8.5) % 34,676 37,789 (8.2) %

Broadcast Advertising 46,510 49,196 (5.5) % 85,158 90,583 (6.0) %

Other 4,456 4,947 (9.9) % 5,815 6,462 (10.0) %

Net revenue 115,353 115,448 (0.1) % 212,134 214,123 (0.9) %

Digital Advertising expenses 36,328 31,641 14.8 % 68,086 60,492 12.6 %

Subscription Digital Marketing Solutions Expenses 10,711 12,524 (14.5) % 22,321 25,370 (12.0) %

Broadcast Advertising expenses 32,562 34,007 (4.2) % 63,731 66,950 (4.8) %

Other expenses 4,909 4,657 5.4 % 5,949 5,833 2.0 %

Direct operating expenses 84,510 82,829 2.0 % 160,087 158,645 0.9 %

Depreciation and amortization 4,783 4,558 4.9 % 9,479 8,973 5.6 %

Corporate expenses 6,051 6,198 (2.4) % 10,874 10,920 (0.4) %

Stock-based compensation 3,302 3,790 (12.9) % 7,033 7,978 (11.8) %

Transaction and business realignment costs 2,173 1,389 56.4 % 3,314 3,827 (13.4) %

Impairment of intangible assets 26,643 1,500 ** 35,231 1,500 **

Net loss (gain) on sales and retirements of assets 183 (5,866) ** (318) (5,903) (94.6) %

Total operating costs and expenses 127,645 94,398 35.2 % 225,700 185,940 21.4 %

Operating (loss) income (12,292) 21,050 ** (13,566) 28,183 **

Other expense:

Interest expense, net 11,430 12,652 (9.7) % 22,759 22,891 (0.6) %

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

Other expense, net 47 100 (53.0) % 159 91 74.7 %

(Loss) income from operations (23,769) 8,298 ** (36,484) 3,749 **

Income tax provision 18,037 6,289 186.8 % 2,365 3,251 (27.3) %

Net (loss) income $ (41,806) $ 2,009 ** $ (38,849) $ 498 **

** not meaningful

The following table presents Net revenue by segment and Segment Profit for the three and six months ended June 30, 2026, and 2025, respectively (in thousands):

Three Months Ended

June 30, Six Months Ended

June 30,

(Unaudited) (Unaudited)

2026 2025 % Change 2026 2025 % Change

Digital Advertising $ 47,221 $ 42,538 11.0 % $ 86,485 $ 79,289 9.1 %

Subscription Digital Marketing Solutions 17,166 18,767 (8.5) % 34,676 37,789 (8.2) %

Digital 64,387 61,305 5.0 % 121,161 117,078 3.5 %

Broadcast Advertising 46,510 49,196 (5.5) % 85,158 90,583 (6.0) %

Other 4,456 4,947 (9.9) % 5,815 6,462 (10.0) %

Net revenue $ 115,353 $ 115,448 (0.1) % $ 212,134 $ 214,123 (0.9) %

Digital Advertising $ 10,893 $ 10,897 0.0 % $ 18,399 $ 18,797 (2.1) %

Subscription Digital Marketing Solutions 6,455 6,243 3.4 % 12,355 12,419 (0.5) %

Digital 17,348 17,140 1.2 % 30,754 31,216 (1.5) %

Broadcast Advertising 13,948 15,189 (8.2) % 21,427 23,633 (9.3) %

Other (453) 290 ** (134) 629 **

Segment Profit $ 30,843 $ 32,619 (5.4) % $ 52,047 $ 55,478 (6.2) %

** not meaningful

The following table reconciles Net revenue to Net revenue, excluding political revenue on a GAAP basis by segment for the three and six months ended June 30, 2026, and 2025, respectively (in thousands):

Three Months Ended

June 30, Six Months Ended

June 30,

(Unaudited) (Unaudited)

2026 2025 % Change 2026 2025 % Change

Digital Advertising $ 47,221 $ 42,538 11.0 % $ 86,485 $ 79,289 9.1 %

Subscription Digital Marketing Solutions 17,166 18,767 (8.5) % 34,676 37,789 (8.2) %

Digital 64,387 61,305 5.0 % 121,161 117,078 3.5 %

Broadcast Advertising 46,510 49,196 (5.5) % 85,158 90,583 (6.0) %

Other 4,456 4,947 (9.9) % 5,815 6,462 (10.0) %

Net revenue $ 115,353 $ 115,448 (0.1) % $ 212,134 $ 214,123 (0.9) %

Digital Advertising political revenue 82 109 (24.8) % 110 158 (30.4) %

Subscription Digital Marketing Solutions political revenue — — — — — —

Broadcast Advertising political revenue 1,259 447 181.7 % 1,876 965 94.4 %

Other political revenue — — — — — —

Political revenue $ 1,341 $ 556 141.2 % $ 1,986 $ 1,123 76.8 %

Digital Advertising net revenue (ex. political) 47,139 42,429 11.1 % 86,375 79,131 9.2 %

Subscription Digital Marketing Solutions net revenue (ex. political) 17,166 18,767 (8.5) % 34,676 37,789 (8.2) %

Digital net revenue (ex. political) 64,305 61,196 5.1 % 121,051 116,920 3.5 %

Broadcast Advertising net revenue (ex. political) 45,251 48,749 (7.2) % 83,282 89,618 (7.1) %

Other net revenue (ex. political) 4,456 4,947 (9.9) % 5,815 6,462 (10.0) %

Net revenue (ex. political) $ 114,012 $ 114,892 (0.8) % $ 210,148 $ 213,000 (1.3) %

The following table reconciles net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income for the three and six months ended June 30, 2026, and 2025, respectively (in thousands, except per share data):

Three Months Ended

June 30, Six Months Ended

June 30,

(Unaudited)

2026 2025 2026 2025

Net (loss) income $ (41,806) $ 2,009 $ (38,849) $ 498

Income tax provision 18,037 6,289 2,365 3,251

(Loss) income from operations before taxes (23,769) 8,298 (36,484) 3,749

Transaction and business realignment costs 2,173 1,389 3,314 3,827

Impairment of intangible assets 26,643 1,500 35,231 1,500

Net loss (gain) on sales and retirements of assets 183 (5,866) (318) (5,903)

Loss on extinguishment of debt — — — 1,452

Gain on insurance recoveries (45) (6) (54) (10)

Net income attributable to non-controlling interest, net of income taxes (170) (442) (353) (913)

Adjusted net income before income taxes 5,015 4,873 1,336 3,702

Income tax provision (1)

1,275 1,235 340 938

Adjusted Net Income $ 3,740 $ 3,638 $ 996 $ 2,764

Adjusted Net Income Per Share:

Basic $ 0.21 $ 0.22 $ 0.06 $ 0.17

Diluted $ 0.21 $ 0.22 $ 0.06 $ 0.17

Weighted average shares outstanding:

Basic 17,818 16,225 17,312 16,057

Diluted 18,178 16,509 17,917 16,689

(1) Income tax provision for the three and six months ended June 30, 2026 and 2025, respectively, was calculated using the Company's statutory effective tax rate.

The following table reconciles net (loss) income, 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 and six months ended June 30, 2026, and 2025, respectively (dollars in thousands):

Three Months Ended

June 30, Six Months Ended

June 30,

(Unaudited)

2026 2025 2026 2025

Net (loss) income $ (41,806) $ 2,009 $ (38,849) $ 498

Income tax provision 18,037 6,289 2,365 3,251

Interest expense, net 11,430 12,652 22,759 22,891

Loss on extinguishment of debt — — — 1,452

Depreciation and amortization 4,783 4,558 9,479 8,973

Stock-based compensation 3,302 3,790 7,033 7,978

Transaction and business realignment costs 2,173 1,389 3,314 3,827

Impairment of intangible assets 26,643 1,500 35,231 1,500

Other (a)

230 (5,766) (159) (5,812)

Adjusted EBITDA $ 24,792 $ 26,421 $ 41,173 $ 44,558

Political Adjusted EBITDA (1,140) (473) (1,688) (955)

Adjusted EBITDA (Excluding Political) $ 23,652 $ 25,948 $ 39,485 $ 43,603

Political Adjusted EBITDA 1,140 473 1,688 955

Net cash paid for interest (9,942) (11,381) (20,574) (29,340)

Capital expenditures (3,400) (3,790) (7,037) (8,265)

Cash paid for taxes (372) (729) (452) (785)

Adjusted EBITDA Less Interest, Capex and Taxes $ 11,078 $ 10,521 $ 13,110 $ 6,168

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

The following table reconciles net (loss) income, 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 June 30, 2026 (dollars in thousands):

Three Months Ended Twelve Months Ended

(Unaudited)

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

Net (loss) income $ (5,498) $ (4,750) $ 2,957 $ (41,806) $ (49,097)

Income tax (benefit) provision (1,060) 2,537 (15,672) 18,037 3,842

Interest expense, net 12,606 12,427 11,329 11,430 47,792

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

Depreciation and amortization 4,646 4,789 4,696 4,783 18,914

Stock-based compensation 3,066 2,732 3,731 3,302 12,831

Transaction and business realignment costs 6,891 932 1,141 2,173 11,137

Impairment of intangible assets, goodwill and long-lived assets 3,098 4,313 8,588 26,643 42,642

Other (a)

(1,486) (1,447) (389) 230 (3,092)

Adjusted EBITDA $ 22,016 $ 21,533 $ 16,381 $ 24,792 $ 84,722

(a) Other includes net loss (gain) 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 June 30, 2026, and 2025 (in thousands). Segment Profit (Loss) represents net revenue less direct operating expenses, excluding depreciation, amortization, and stock-based compensation:

Three Months Ended June 30, 2026

(Unaudited)

Digital Advertising Subscription Digital Marketing Solutions Broadcast Advertising Other Total

Net Revenue $ 47,221 $ 17,166 $ 46,510 $ 4,456 $ 115,353

Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 36,328 10,711 32,562 4,909 84,510

Segment Profit (Loss) $ 10,893 $ 6,455 $ 13,948 $ (453) $ 30,843

Three Months Ended June 30, 2025

(Unaudited)

Digital Advertising Subscription Digital Marketing Solutions Broadcast Advertising Other Total

Net Revenue $ 42,538 $ 18,767 $ 49,196 $ 4,947 $ 115,448

Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 31,641 12,524 34,007 4,657 82,829

Segment Profit $ 10,897 $ 6,243 $ 15,189 $ 290 $ 32,619

The following tables provide the calculation of Segment Profit (Loss) for the six months ended June 30, 2026, and 2025 (in thousands). Segment Profit (Loss) represents net revenue less direct operating expenses, excluding depreciation, amortization, and stock-based compensation:

Six Months Ended June 30, 2026

(Unaudited)

Digital Advertising Subscription Digital Marketing Solutions Broadcast Advertising Other Total

Net Revenue $ 86,485 $ 34,676 $ 85,158 $ 5,815 $ 212,134

Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 68,086 22,321 63,731 5,949 160,087

Segment Profit (Loss) $ 18,399 $ 12,355 $ 21,427 $ (134) $ 52,047

Six Months Ended June 30, 2025

(Unaudited)

Digital Advertising Subscription Digital Marketing Solutions Broadcast Advertising Other Total

Net Revenue $ 79,289 $ 37,789 $ 90,583 $ 6,462 $ 214,123

Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 60,492 25,370 66,950 5,833 158,645

Segment Profit $ 18,797 $ 12,419 $ 23,633 $ 629 $ 55,478

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