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Townsquare Media (NYSE: TSQ) swings to Q2 loss, digital ads grow 11%

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Townsquare Media reported second quarter 2026 results with net revenue of $115.4 million, down 0.1% year-over-year. Total Digital net revenue grew 5.0%, including 11.0% growth in Digital Advertising, while Subscription Digital Marketing Solutions declined 8.5% and Broadcast Advertising fell 5.5%. Digital businesses contributed 57% of net revenue and 59% of Segment Profit in the first half of 2026.

The company posted a Q2 net loss of $41.8 million, versus net income of $2.0 million a year earlier, mainly reflecting higher non-cash FCC license impairment charges, a larger income tax provision, and lower gains on asset sales. Adjusted EBITDA was $24.8 million, down 6.2%, while Adjusted Net Income was $3.7 million, or $0.21 per diluted share. Year-to-date, net revenue was $212.1 million (down 0.9%) and Adjusted EBITDA was $41.2 million (down 7.6%).

As of June 30, 2026, Townsquare held $1.2 million in cash and cash equivalents and $462.2 million of debt, for net leverage of 5.44x based on trailing Adjusted EBITDA of $84.7 million. The board approved a $0.20 quarterly dividend, implying an approximate 13% yield at the last closing price. Guidance for 2026 calls for net revenue of $425–$431 million and Adjusted EBITDA of $87–$90 million, with Q3 net revenue expected at $108–$110 million and Adjusted EBITDA at $22.5–$23.5 million.

Positive

  • Digital growth and mix shift: Digital Advertising net revenue increased 11.0% year-over-year in Q2 2026, and digital businesses generated 57% of first-half net revenue and 59% of Segment Profit.
  • Ongoing capital returns: The board approved a quarterly cash dividend of $0.20 per share, payable November 2, 2026, corresponding to an approximate 13% dividend yield at the last closing price.

Negative

  • Large swing to loss: Q2 2026 results moved from net income of $2.0 million to a net loss of $41.8 million, driven mainly by a $26.6 million increase in non-cash impairment charges and higher taxes.
  • High leverage with limited cash: As of June 30, 2026, the company had $462.2 million of debt, $1.2 million of cash and cash equivalents, and net leverage of 5.44x based on trailing Adjusted EBITDA.

Insights

Analyzing...

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Net Revenue $115.4 million Net revenue for the quarter ended June 30, 2026; decreased 0.1% versus Q2 2025
Q2 2026 Net (Loss) Income $(41.8) million Net loss for the quarter, compared with $2.0 million net income in Q2 2025
Q2 2026 Adjusted EBITDA $24.8 million Adjusted EBITDA for the quarter; decreased 6.2% year-over-year
Digital Advertising Net Revenue Growth 11.0 % Year-over-year increase in Q2 2026 Digital Advertising net revenue
Broadcast Advertising Net Revenue Change (5.5) % Year-over-year decrease in Q2 2026 Broadcast Advertising net revenue
Quarterly Dividend Per Share $0.20 Cash dividend approved, payable November 2, 2026 to shareholders of record October 26, 2026
Total Outstanding Indebtedness $462.2 million Outstanding debt as of June 30, 2026
Net Leverage Ratio 5.44 x Net leverage based on Adjusted EBITDA of $84.7 million for the twelve months ended June 30, 2026
Adjusted EBITDA financial
"We define Adjusted EBITDA as net (loss) income before the deduction of income taxes, interest expense..."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Segment Profit financial
"Total Digital Segment Profit increased 1.2%..."
Segment profit is the portion of a company's earnings produced by a single business unit or division after subtracting the costs directly tied to that unit. It shows how much money that part of the company actually contributes, like checking which room in a house uses most of the electricity. Investors use it to identify strong or weak businesses inside a company, guide capital allocation, and make clearer comparisons between divisions.
Net Leverage financial
"We define Net Leverage as our total outstanding indebtedness, net of our total cash balance..."
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
political revenue financial
"Excluding political revenue of $1.3 million and $0.6 million for the three months ended June 30, 2026 and 2025..."
impairment of intangible assets financial
"Impairment of intangible assets | 26,643 | | | 1,500..."
When a company decides an intangible asset—like a patent, trademark, or software—won't generate as much future benefit as it was originally recorded for, it writes down that asset’s recorded value. Think of it like discovering a collectible is damaged and lowering its resale estimate; the write-down shows up as a loss in the accounts, reducing reported profit and equity and signaling to investors that expected future cash flows from that asset have weakened.
Q2 2026 Net Revenue $115.4 million Decreased 0.1% compared with the second quarter of 2025
Q2 2026 Net (Loss) Income $(41.8) million Decreased $43.8 million from $2.0 million net income in Q2 2025
Q2 2026 Adjusted EBITDA $24.8 million Decreased 6.2% compared with the second quarter of 2025
Total Digital Net Revenue Q2 2026 5.0 % growth Total Digital net revenue increased 5.0% year-over-year
Broadcast Advertising Net Revenue Q2 2026 $46.5 million (approximate) Decreased 5.5% compared with the second quarter of 2025
2026 Net Revenue Guidance $425–$431 million Full-year 2026 net revenue expected to be between $425 million and $431 million
2026 Adjusted EBITDA Guidance $87–$90 million Full-year 2026 Adjusted EBITDA expected to be between $87 million and $90 million
Guidance

For Q3 2026, net revenue is expected at $108–$110 million and Adjusted EBITDA at $22.5–$23.5 million; for full-year 2026, net revenue is expected at $425–$431 million and Adjusted EBITDA at $87–$90 million.

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FAQ

How did Townsquare Media (TSQ) perform financially in Q2 2026?
Townsquare Media reported Q2 2026 net revenue of $115.4 million, down 0.1% year-over-year, and a net loss of $41.8 million, compared with $2.0 million of net income in Q2 2025, largely due to higher non-cash FCC license impairment charges and taxes.

How did Townsquare Media’s (TSQ) digital and broadcast segments perform in Q2 2026?
In Q2 2026, Total Digital net revenue rose 5.0%, with Digital Advertising up 11.0% and Subscription Digital Marketing Solutions down 8.5%. Broadcast Advertising net revenue declined 5.5%, and digital businesses represented 57% of first-half net revenue and 59% of Segment Profit.

Why did Townsquare Media (TSQ) post a net loss in Q2 2026?
The company recorded a Q2 2026 net loss of $41.8 million mainly because non-cash impairment charges related to FCC licenses increased by $25.1 million, income tax provision rose by $11.7 million, and gains on asset sales declined by $6.0 million versus Q2 2025.

What guidance did Townsquare Media (TSQ) give for Q3 and full-year 2026?
For Q3 2026, management expects net revenue of $108–$110 million and Adjusted EBITDA of $22.5–$23.5 million. For full-year 2026, it projects net revenue of $425–$431 million and Adjusted EBITDA of $87–$90 million, within original guidance ranges.

What is Townsquare Media’s (TSQ) dividend and yield based on this report?
The board approved a quarterly cash dividend of $0.20 per share, payable November 2, 2026 to shareholders of record on October 26, 2026. Based on the last closing price, this represents an approximate 13% dividend yield.

What is Townsquare Media’s (TSQ) leverage and debt position as of June 30, 2026?
As of June 30, 2026, Townsquare Media held $1.2 million in cash and cash equivalents and $462.2 million of outstanding indebtedness, resulting in gross leverage of 5.46x and net leverage of 5.44x based on $84.7 million of trailing twelve-month Adjusted EBITDA.

How did Adjusted EBITDA and Adjusted Net Income trend for Townsquare Media (TSQ) in Q2 2026?
In Q2 2026, Adjusted EBITDA was $24.8 million, down 6.2% year-over-year, while Adjusted Net Income was $3.7 million, slightly above $3.6 million in Q2 2025. Adjusted Net Income per diluted share was $0.21, versus $0.22 a year earlier.
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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 par value per shareTSQThe 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.   ☐ 


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



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tslogoa29.jpg
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:
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•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.

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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.

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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 OutstandingDescription
Class A common stock16,916,343 One vote per share.
Class B common stock815,296 
10 votes per share.1
Class C common stock500,000 
No votes.1
Total18,231,639 
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
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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
5

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 assets13,509 12,582 
Total current assets
74,999 69,389 
Property and equipment, net109,591 110,043 
Intangible assets, net118,109 155,047 
Goodwill147,590 147,590 
Investments725 725 
Operating lease right-of-use assets42,789 45,099 
Other assets596 667 
Restricted cash323 58 
Total assets
$494,722 $528,618 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
  Accounts payable$9,393 $6,895 
  Current portion of long-term debt12,500 11,750 
  Deferred revenue8,377 8,737 
  Accrued compensation and benefits8,005 11,486 
  Accrued expenses and other current liabilities30,148 30,886 
  Operating lease liabilities, current7,641 7,688 
  Accrued interest4,535 4,791 
Total current liabilities80,599 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 liability18,888 16,763 
Operating lease liability, net of current portion40,511 42,101 
Other long-term liabilities6,397 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 stock191 175 
   Treasury stock, at cost; 965,399 and 965,399 shares of Class A common stock, respectively
(11,200)(11,203)
   Additional paid-in capital329,993 319,818 
   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 

6

TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in Thousands, Except Per Share Data)
(unaudited)



Three Months Ended 
June 30,		Six Months Ended 
June 30,
2026202520262025
Net revenue$115,353 $115,448 $212,134 $214,123 
Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation84,510 82,829 160,087 158,645 
Depreciation and amortization4,783 4,558 9,479 8,973 
Corporate expenses6,051 6,198 10,874 10,920 
Stock-based compensation3,302 3,790 7,033 7,978 
Transaction and business realignment costs2,173 1,389 3,314 3,827 
Impairment of intangible assets
26,643 1,500 35,231 1,500 
Net loss (gain) on sales and retirement of assets183 (5,866)(318)(5,903)
    Total operating costs and expenses127,645 94,398 225,700 185,940 
    Operating (loss) income(12,292)21,050 (13,566)28,183 
Other expense:
Interest expense, net11,430 12,652 22,759 22,891 
Loss on extinguishment of debt— — — 1,452 
Other expense, net47 100 159 91 
(Loss) income from operations before tax(23,769)8,298 (36,484)3,749 
Income tax provision18,037 6,289 2,365 3,251 
Net (loss) income$(41,806)$2,009 $(38,849)$498 
Net (loss) income attributable to:
     Controlling interests$(41,976)$1,567 $(39,202)$(415)
     Non-controlling interests170 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:
     Basic17,818 16,225 17,312 16,057 
     Diluted17,818 16,509 17,312 16,057 

7

TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in Thousands)
(unaudited)

Six Months Ended June 30,
20262025
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 amortization9,479 8,973 
     Amortization of debt discount and deferred financing costs2,364 2,011 
     Non-cash lease income(425)(849)
     Net deferred taxes and other2,125 2,901 
     Allowance for credit losses1,576 1,869 
     Stock-based compensation expense7,033 7,978 
  Loss on extinguishment of debt— 1,452 
     Trade and barter activity, net(1,130)(267)
     Impairment of intangible assets35,231 1,500 
     Net gain on sales and retirements of assets(318)(5,903)
     Amortization of content rights739 739 
     Change in content rights liabilities(971)(833)
     Other1,612 1,391 
Changes in assets and liabilities:
Accounts receivable(9,561)(860)
Prepaid expenses and other assets(683)(1,762)
Accounts payable2,342 5,399 
Accrued expenses(2,524)(5,892)
Accrued interest(256)(8,422)
Other long-term liabilities(5)206 
Net cash provided by operating activities7,779 10,129 
Cash flows from investing activities:
Purchases of property and equipment(7,037)(8,265)
Net proceeds from sales of assets842 6,349 
   Proceeds from insurance recoveries54 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 facility10,000 10,000 
Repayment of borrowings under the revolving credit facility— (10,000)
Dividend payments(7,240)(6,558)
Proceeds from stock options exercised381 691 
Shares withheld in lieu of employee tax withholding— (1,475)
   Withholdings for shares issued under the ESPP174 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 period4,817 32,990 
      End of period$1,493 $3,506 
8

TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in Thousands)
(unaudited)
Six Months Ended June 30,
20262025
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 expenditures106 212 
Financed equipment purchases641 — 
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 cash323 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.


9

TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT
(in Thousands)
(unaudited)

Three Months Ended 
June 30,		Six Months Ended 
June 30,
20262025% Change20262025% Change
Digital Advertising$47,221 $42,538 11.0 %$86,485 $79,289 9.1 %
Subscription Digital Marketing Solutions17,166 18,767 (8.5)%34,676 37,789 (8.2)%
Broadcast Advertising46,510 49,196 (5.5)%85,158 90,583 (6.0)%
Other4,456 4,947 (9.9)%5,815 6,462 (10.0)%
Net revenue115,353 115,448 (0.1)%212,134 214,123 (0.9)%
Digital Advertising expenses36,328 31,641 14.8 %68,086 60,492 12.6 %
Subscription Digital Marketing Solutions Expenses10,711 12,524 (14.5)%22,321 25,370 (12.0)%
Broadcast Advertising expenses32,562 34,007 (4.2)%63,731 66,950 (4.8)%
Other expenses4,909 4,657 5.4 %5,949 5,833 2.0 %
Direct operating expenses84,510 82,829 2.0 %160,087 158,645 0.9 %
Depreciation and amortization4,783 4,558 4.9 %9,479 8,973 5.6 %
Corporate expenses6,051 6,198 (2.4)%10,874 10,920 (0.4)%
Stock-based compensation3,302 3,790 (12.9)%7,033 7,978 (11.8)%
Transaction and business realignment costs2,173 1,389 56.4 %3,314 3,827 (13.4)%
Impairment of intangible assets26,643 1,500 **35,231 1,500 **
Net loss (gain) on sales and retirements of assets183 (5,866)**(318)(5,903)(94.6)%
    Total operating costs and expenses127,645 94,398 35.2 %225,700 185,940 21.4 %
    Operating (loss) income(12,292)21,050 **(13,566)28,183 **
Other expense:
Interest expense, net11,430 12,652 (9.7)%22,759 22,891 (0.6)%
Loss on extinguishment of debt— — **— 1,452 (100.0)%
Other expense, net47 100 (53.0)%159 91 74.7 %
(Loss) income from operations(23,769)8,298 **(36,484)3,749 **
Income tax provision18,037 6,289 186.8 %2,365 3,251 (27.3)%
Net (loss) income$(41,806)$2,009 **$(38,849)$498 **
** not meaningful

10

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)
20262025% Change20262025% Change
Digital Advertising$47,221 $42,538 11.0 %$86,485 $79,289 9.1 %
Subscription Digital Marketing Solutions17,166 18,767 (8.5)%34,676 37,789 (8.2)%
Digital 64,387 61,305 5.0 %121,161 117,078 3.5 %
Broadcast Advertising46,510 49,196 (5.5)%85,158 90,583 (6.0)%
Other4,456 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 Solutions6,455 6,243 3.4 %12,355 12,419 (0.5)%
Digital17,348 17,140 1.2 %30,754 31,216 (1.5)%
Broadcast Advertising13,948 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)
20262025% Change20262025% Change
Digital Advertising$47,221 $42,538 11.0 %$86,485 $79,289 9.1 %
Subscription Digital Marketing Solutions17,166 18,767 (8.5)%34,676 37,789 (8.2)%
Digital64,387 61,305 5.0 %121,161 117,078 3.5 %
Broadcast Advertising46,510 49,196 (5.5)%85,158 90,583 (6.0)%
Other4,456 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 revenue82 109 (24.8)%110 158 (30.4)%
Subscription Digital Marketing Solutions political revenue— — — — — — 
Broadcast Advertising political revenue1,259 447 181.7 %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)%





11

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)
2026202520262025
Net (loss) income$(41,806)$2,009 $(38,849)$498 
Income tax provision18,037 6,289 2,365 3,251 
(Loss) income from operations before taxes(23,769)8,298 (36,484)3,749 
Transaction and business realignment costs2,173 1,389 3,314 3,827 
Impairment of intangible assets26,643 1,500 35,231 1,500 
Net loss (gain) on sales and retirements of assets183 (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 taxes5,015 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:
     Basic17,818 16,225 17,312 16,057 
     Diluted18,178 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.

12

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)
2026202520262025
Net (loss) income$(41,806)$2,009 $(38,849)$498 
Income tax provision18,037 6,289 2,365 3,251 
Interest expense, net11,430 12,652 22,759 22,891 
Loss on extinguishment of debt— — — 1,452 
Depreciation and amortization4,783 4,558 9,479 8,973 
Stock-based compensation3,302 3,790 7,033 7,978 
Transaction and business realignment costs2,173 1,389 3,314 3,827 
Impairment of intangible assets26,643 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 EBITDA1,140 473 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.

13

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 EndedTwelve Months Ended
(Unaudited)
September 30, 2025December 31, 2025March 31, 2026June 30, 2026June 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, net12,606 12,427 11,329 11,430 47,792 
Gain on repurchase of debt(247)— — — (247)
Depreciation and amortization4,646 4,789 4,696 4,783 18,914 
Stock-based compensation3,066 2,732 3,731 3,302 12,831 
Transaction and business realignment costs6,891 932 1,141 2,173 11,137 
Impairment of intangible assets, goodwill and long-lived assets3,098 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.
14

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 AdvertisingSubscription Digital Marketing SolutionsBroadcast AdvertisingOtherTotal
Net Revenue$47,221 $17,166 $46,510 $4,456 $115,353 
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation36,328 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 AdvertisingSubscription Digital Marketing SolutionsBroadcast AdvertisingOtherTotal
Net Revenue$42,538 $18,767 $49,196 $4,947 $115,448 
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation31,641 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 AdvertisingSubscription Digital Marketing SolutionsBroadcast AdvertisingOtherTotal
Net Revenue$86,485 $34,676 $85,158 $5,815 $212,134 
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation68,086 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 AdvertisingSubscription Digital Marketing SolutionsBroadcast AdvertisingOtherTotal
Net Revenue$79,289 $37,789 $90,583 $6,462 $214,123 
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation60,492 25,370 66,950 5,833 158,645 
Segment Profit$18,797 $12,419 $23,633 $629 $55,478 

15

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