Townsquare Media (TSQ) 2025 results, debt cut and 11% dividend yield

Rhea-AI Filing Summary

Townsquare Media reported softer 2025 results but met its earlier guidance and highlighted continued strength in digital. Full-year net revenue was $427.4M, down 5.2%, while Adjusted EBITDA fell 12.2% to $88.1M. Net loss narrowed by $1.2M to $9.8M, helped by lower impairment charges and cost controls.

Digital operations are now the core of the business, contributing 55% of total net revenue and 56% of Segment Profit in 2025. Within this, Digital Advertising revenue grew 1.6% and Subscription Digital Marketing Solutions revenue slipped 0.7%, but Townsquare Interactive’s Segment Profit rose 17.4% with a strong 34% margin.

Broadcast Advertising remained under pressure, with 2025 net revenue down 12.6%, including an 8.0% decline excluding political. In Q4, net revenue declined 9.6% to $106.5M and the company swung to a net loss of $4.8M, as political advertising and tax benefits dropped and interest expense increased.

Despite higher interest costs, Townsquare generated $30.6M of cash flow from operations in 2025, used to fund digital investments, pay $13.2M in dividends, and reduce debt. Outstanding debt stood at $457.4M at year-end, implying roughly 5.1x net leverage. Since a February 2025 refinancing into a five-year $490M credit facility, the company has reduced debt by $22.6M.

The board approved a quarterly cash dividend of $0.20 per share, payable on May 4, 2026 to shareholders of record on April 27, 2026, which equates to an approximate 11% yield at the last closing price. Management plans to maintain this dividend, citing confidence in the digital strategy and free cash flow profile. For 2026, Townsquare expects net revenue between $420M and $440M and Adjusted EBITDA between $87M and $93M, implying broadly stable performance versus 2025 while continuing to focus on net leverage reduction.

Insights

Media & communications equity analyst

Results show pressure in legacy broadcast, resilience in digital, and stable 2026 outlook.

Townsquare Media delivered 2025 results in line with prior guidance but with clear headwinds. Net revenue declined 5.2% to $427.4M and Adjusted EBITDA fell 12.2% to $88.1M, reflecting weaker Broadcast Advertising and lower political spending, partly offset by cost controls.

The strategic shift toward digital is evident: digital lines now generate 55% of net revenue and 56% of Segment Profit. Digital Advertising revenue grew 1.6% and Townsquare Interactive’s Segment Profit increased 17.4% with a 34% margin. However, segment profit for Digital Advertising fell 11.7%, showing margin pressure despite modest revenue growth.

Leverage remains elevated with $457.4M of debt and net leverage around 5.1x, but the company reduced debt by $22.6M after a $490M refinancing and generated $30.6M of operating cash flow even with higher interest expense. Maintaining a quarterly $0.20 dividend, implying roughly an 11% yield, underlines management’s confidence but also commits cash in a leveraged balance sheet. Guidance for 2026—revenue of $420M–$440M and Adjusted EBITDA of $87M–$93M—points to a broadly flat year as digital growth and expense discipline work against ongoing broadcast and macro softness.

0001499832false00014998322026-03-162026-03-16

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): March 16, 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.   ☐ 

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Item 2.02 - Results of Operations and Financial Condition.

On March 16, 2026, Townsquare Media Inc. (the “Company”) issued a press release announcing operating results for the quarter ended December 31, 2025. 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 March 16, 2026
104						Cover 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: March 16, 2026						TOWNSQUARE MEDIA, INC.
						By:			/s/ Stuart Rosenstein
						Name:			Stuart Rosenstein
						Title:			Executive Vice President and Chief Financial Officer

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IMMEDIATE RELEASE

TOWNSQUARE REPORTS Q4 AND YEAR END RESULTS;

MAINTAINS CURRENT DIVIDEND, REFLECTING AN 11% YIELD TODAY

Digital Represents 55% of 2025 Total Net Revenue and 56% of 2025 Total Segment Profit

Reduced Debt by $23 Million Since the February 2025 Refinancing

Purchase, NY – March 16, 2026 - Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare”, the “Company,” “we,” “us” or “our”) announced today its financial results for the fourth quarter and year ended December 31, 2025.

“I am pleased to share that Townsquare’s fourth quarter and year end results met our previously issued net revenue and Adjusted EBITDA guidance, reflecting our team’s hard work in the current environment. We are proud that the execution of our Digital First Local Media strategy allowed us to deliver excellent results for our clients, while also outperforming competitors and gaining market share,” commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc. “In 2025, net revenue decreased -2.8% year-over-year excluding political, and -5.2% in total, and Adjusted EBITDA decreased -3.0% year-over-year excluding political, and -12.2% in total. Importantly, due to our strong expense management, Adjusted EBITDA margins excluding political were constant year-over-year, despite revenue declines. In addition, our full year net loss improved by $1.2 million year-over-year, to a net loss of $9.8 million.”

Mr. Wilson continued, “In 2025, Townsquare’s Digital business, which now represents 55% of the Company’s total net revenue and 56% of our total Segment Profit, was buoyed by the consistent strength of our differentiated programmatic digital advertising offering, including the success of our Media Partnership division (which we’re proud to announce has expanded from six to eleven partners in 2026), and the direct sales of our local owned and operated digital properties. Both of these digital revenue streams increased by +9% year-over-year in 2025, offsetting the significant short-term headwinds of declining search engine referral traffic we experienced in 2025, and leading to overall 2025 Digital Advertising revenue growth of +1.6% as compared to the prior year. I’m also pleased to share that we are starting to see early signs of digital audience stabilization, and are optimistic the negative remnant revenue headwinds presented by the year-over-year decline in search engine referral traffic will abate in the second half of 2026. In fact to start 2026, the traffic to our local mobile apps and websites grew sequentially month-over-month with both January and February online audience being larger than December, and thus our local remnant revenue in January and February was more than we generated in any month of Q4. I would also like to highlight the strong profit performance of Townsquare Interactive in 2025, which delivered Segment Profit growth of +17.4% year-over-year (+$3.7 million), and a Segment Profit margin of 34%, representing the highest Segment Profit margin in Townsquare Interactive’s 14-year history.”

“One of the largest benefits of our business model is significant cash generation. In 2025, despite having meaningfully higher interest expense obligations, we generated $30.6 million of cash flow from operations over the course of the year. We utilized this cash flow first and foremost to invest in our local business through organic, internal investments that support our revenue and profit growth, particularly our digital growth engine. In addition, we repaid $22.6 million of debt following our February 2025 refinancing through both voluntary and mandatory debt amortization, and made $13.2 million of dividend payments. Due to management’s and the Board of Director’s ongoing confidence in our business, the underlying strength of our digital advertising differentiation, and our consistent, strong free cash flow characteristics, which we believe is not reflected in our stock price to date, we plan to maintain the dividend at its current rate, despite the high implied dividend yield. Looking forward, we remain confident in our ability to build shareholder value for our investors through long-term net revenue, Adjusted EBITDA and cash flow growth, net leverage reduction, and future dividend payments,” concluded Mr. Wilson.

The Company announced today that its Board of Directors approved a quarterly cash dividend of $0.20 per share. The dividend will be payable on May 4, 2026 to shareholders of record as of the close of business on April 27, 2026. As of the last closing price, this reflects a dividend yield of approximately 11%.

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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.

Fourth Quarter Results*

•As compared to the fourth quarter of 2024:

•Net revenue decreased 9.6%, and 4.5% excluding political

•Net income decreased $29.8 million from net income of $25.0 million to a net loss of $4.8 million

•Adjusted EBITDA decreased 30.9%, and 17.0% excluding political

•Total Digital net revenue decreased 2.4%

•Digital Advertising net revenue decreased 1.0%

•Subscription Digital Marketing Solutions (“Townsquare Interactive”) net revenue decreased 5.6%

•Total Digital Segment Profit decreased 14.8%

•Digital Advertising Segment Profit decreased 28.0%

•Subscription Digital Marketing Solutions Segment Profit increased 12.0%

•Broadcast Advertising net revenue decreased 17.8%, and 7.9% excluding political

•Net loss per diluted share was $0.32 and Adjusted Net Income per diluted share was $0.05

•Repaid $5.9 million of our Senior Secured Credit Facility, including $3.0 million of the Revolver and $2.9 million of Term Loan

Full Year Results*

•As compared to the year ended December 31, 2024:

•Net revenue decreased 5.2%, and 2.8% excluding political

•Net loss decreased $1.2 million from a net loss of $10.9 million to a net loss of $9.8 million

•Adjusted EBITDA decreased 12.2%, and 3.0% excluding political

•Total Digital net revenue increased 0.9%

•Digital Advertising net revenue increased 1.6%

•Subscription Digital Marketing Solutions net revenue decreased 0.7%

•Total Digital Segment Profit decreased 1.7%

•Digital Advertising Segment Profit decreased 11.7%

•Subscription Digital Marketing Solutions Segment Profit increased 17.4%

•Broadcast Advertising net revenue decreased 12.6%, and 8.0% excluding political

•Entered into a five-year $490 million Credit Agreement, including a $470 million Senior Secured Term Loan Facility and a $20 million Revolving Credit Facility

•Redeemed all of the Company’s outstanding 2026 Senior Secured Notes of $467.4 million

•Reduced outstanding debt by $22.6 million since the February 2025 refinancing, including $14.6 million of our Term Loan and an $8.0 million net reduction of the outstanding Revolving Credit Facility

*See below for discussion of non-GAAP measures.

Guidance

For the first quarter of 2026, net revenue is expected to be between $96 million and $98 million, and Adjusted EBITDA is expected to be between $16 million and $17 million.

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

2

Quarter Ended December 31, 2025 Compared to the Quarter Ended December 31, 2024

Net Revenue

Net revenue for the three months ended December 31, 2025 decreased $11.3 million, or 9.6%, to $106.5 million as compared to $117.8 million in the same period in 2024. Broadcast Advertising net revenue decreased $9.9 million, or 17.8%, due to decreases in the purchases of advertising by our clients and decreases in political revenue. Subscription Digital Marketing Solutions net revenue decreased $1.1 million or 5.6%, due to reduced sales velocity as a result of lower sales headcount, and Digital Advertising net revenue decreased $0.4 million, or 1.0%, primarily due to decreases in remnant digital advertising revenue.

Excluding political revenue of $0.9 million and $7.2 million for the three months ended December 31, 2025 and 2024, respectively, net revenue decreased $5.0 million, or 4.5%, to $105.6 million, Broadcast Advertising net revenue decreased $3.9 million, or 7.9%, to $45.0 million, and Digital Advertising net revenue decreased $0.1 million, or 0.2%, to $41.5 million.

Net (Loss) Income

For the three months ended December 31, 2025, we reported net loss of $4.8 million, a decrease of $29.8 million as compared to net income of $25.0 million in the same period last year. The decrease was due to a $15.1 million increase in the provision for income taxes, a $11.3 million decrease in net revenue and a $3.6 million increase in interest expense. Adjusted Net Income decreased $9.5 million to $0.8 million, as compared to $10.3 million for the same period last year.

Adjusted EBITDA

Adjusted EBITDA for the three months ended December 31, 2025 decreased $9.6 million, or 30.9%, to $21.5 million, as compared to $31.2 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $4.3 million, or 17.0%, to $20.8 million, as compared to $25.1 million in the same period last year.

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

Net Revenue

Net revenue for the year ended December 31, 2025 decreased $23.6 million, or 5.2%, to $427.4 million as compared to $451.0 million in the same period in 2024. Broadcast Advertising net revenue decreased $26.5 million, or 12.6%, due to decreases in the purchases of advertising by our clients and decreases in political revenue, and Subscription Digital Marketing Solutions net revenue decreased $0.5 million, or 0.7% due to reduced sales velocity as a result of lower sales headcount. These decreases were partially offset by an increase in Digital Advertising net revenue of $2.6 million, or 1.6%, and an increase in Other net revenue of $0.8 million, or 11.8%.

Excluding political revenue of $2.2 million and $13.4 million for the year ended December 31, 2025 and 2024, respectively, net revenue decreased $12.3 million, or 2.8% to $425.2 million, Broadcast Advertising net revenue decreased $15.8 million, or 8.0%, to $181.5 million, and Digital Advertising net revenue increased $3.1 million, or 2.0%, to $160.9 million.

Net Loss

For the year ended December 31, 2025, we reported net loss of $9.8 million, an improvement of $1.2 million as compared to $10.9 million in the same period last year. The decrease in net loss was due to a $28.8 million decrease in non-cash impairment charges, an $8.5 million decrease in direct operating expenses, an $8.1 million increase in gain on sale and retirement of assets and a $3.4 million decrease in stock-based compensation. These amounts were partially offset by the $23.6 million decrease in net revenue discussed above, an $11.7 million increase in interest expense, a $6.7 million increase in transaction and business realignment cost, and a $5.1 million increase in other (expense) income. Adjusted Net Income decreased $14.8 million to $4.4 million as compared to $19.2 million for the same period last year.

Adjusted EBITDA

Adjusted EBITDA for the year ended December 31, 2025 decreased $12.3 million, or 12.2% to $88.1 million, as compared to $100.4 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $2.7 million, or 3.0%, to $86.3 million, as compared to $89.0 million in the same period last year.

3

Liquidity and Capital Resources

As of December 31, 2025, we had a total of $4.8 million of cash and cash equivalents and $457.4 million of outstanding indebtedness, representing 5.19x and 5.14x gross and net leverage, respectively, based on Adjusted EBITDA for the year ended December 31, 2025, of $88.1 million.

The table below presents a summary, as of March 9, 2026, of our outstanding common stock (net of treasury shares).

Security

Number Outstanding

Description

Class A common stock

15,789,817

One vote per share.

Class B common stock

815,296

10 votes per share.1

Class C common stock

500,000

No votes.1

Total

17,105,113

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 fourth quarter 2025 financial results and 2026 guidance on Monday, March 16, 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 March 23, 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 1134751. 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 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

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this report and under “Risk Factors” in our 2025 Annual Report on Form 10-K, for the year ended December 31, 2025, filed with the SEC on March 16, 2026, as well as other risks discussed from time to time in our filings with the SEC. Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. The forward-looking statements included in this report are made only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Measures and Definitions

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

We define Adjusted EBITDA as net income before the deduction of income taxes, interest expense, net, (gain) loss on 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, gain on sale of investment, change in fair value of investment, net (gain) loss on sale and retirement of assets, (gain) loss on repayments, repurchases and extinguishment of debt, gain on insurance recoveries 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 December 31, 2025, divided by our Adjusted EBITDA for the twelve months ended December 31, 2025. 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 loss (gain) on extinguishment and repurchases of debt, transaction costs, net (gain) loss on sale and retirement of assets and investments, 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)

			December 31, 2025						December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents			$	4,759					$	32,990
Accounts receivable, net of allowance for credit losses of $4,979 and $3,924, respectively			52,048						60,635
Prepaid expenses and other current assets			12,582						11,822
Total current assets			69,389						105,447
Property and equipment, net			110,043						110,269
Intangible assets, net			155,047						162,156
Goodwill			147,590						152,903
Investments			725						725
Operating lease right-of-use assets			45,099						48,322
Other assets			667						592
Restricted cash			58						—
Total assets			$	528,618					$	580,414
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable			$	6,895					$	4,451
Current portion of long-term debt			11,750						—
Deferred revenue			8,737						9,899
Accrued compensation and benefits			11,486						12,903
Accrued expenses and other current liabilities			30,886						26,572
Operating lease liabilities, current			7,688						9,026
Accrued interest			4,791						13,405
Total current liabilities			82,233						76,256
Long-term debt, net of discount and deferred finance costs of $24,429 and $1,680, respectively			421,247						465,756
Deferred tax liability			16,763						12,500
Operating lease liability, net of current portion			42,101						44,177
Other long-term liabilities			7,266						10,167
Total liabilities			569,610						608,856
Stockholders’ deficit:
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 16,180,932 and 15,386,219 shares issued and outstanding, respectively			162						154
Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 815,296 and 815,296 shares issued and outstanding, respectively			8						8
Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 500,000 and 500,000 shares issued and outstanding, respectively			5						5
Total common stock			175						167
Treasury stock, at cost; 965,399 and 965,399 shares of Class A common stock, respectively			(11,203)						(11,203)
Additional paid-in capital			319,818						307,000
Accumulated deficit			(353,195)						(327,819)
Non-controlling interest			3,413						3,413
Total stockholders’ deficit			(40,992)						(28,442)
Total liabilities and stockholders’ deficit			$	528,618					$	580,414

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TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in Thousands, Except Per Share Data)

			Three Months Ended  December 31,												Twelve Months Ended  December 31,
			2025						2024						2025						2024
Net revenue			$	106,498					$	117,813					$	427,380					$	450,982
Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation			80,873						80,581						318,276						326,782
Depreciation and amortization			4,789						4,771						18,408						19,667
Corporate expenses			4,092						6,053						20,997						23,815
Stock-based compensation			2,732						3,109						13,776						17,171
Transaction and business realignment costs			932						1,222						11,650						4,905
Impairment of intangible assets, goodwill, investments and long-lived assets			4,313						1,450						8,911						37,714
Net gain on sales and retirement of assets			(1,315)						(699)						(8,839)						(765)
Total operating costs and expenses			96,416						96,487						383,179						429,289
Operating income			10,082						21,326						44,201						21,693
Other expense (income):
Interest expense, net			12,427						8,808						47,924						36,226
Loss on repurchases, extinguishment and repayments of debt			—						57						1,205						46
Other (income) expense, net			(132)						16						94						(4,958)
(Loss) income from operations before tax			(2,213)						12,445						(5,022)						(9,621)
Income tax provision (benefit)			2,537						(12,596)						4,728						1,307
Net (loss) income			$	(4,750)					$	25,041					$	(9,750)					$	(10,928)
Net (loss) income attributable to:
Controlling interests			$	(5,199)					$	24,557					$	(11,516)					$	(12,704)
Non-controlling interests			449						484						1,766						1,776
Net (loss) income			$	(4,750)					$	25,041					$	(9,750)					$	(10,928)
Basic (loss) income per share			$	(0.32)					$	1.59					$	(0.71)					$	(0.81)
Diluted (loss) income per share			$	(0.32)					$	1.42					$	(0.71)					$	(0.81)
Weighted average shares outstanding:
Basic			16,319						15,456						16,184						15,601
Diluted			16,319						17,327						16,184						15,601

7

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in Thousands)

			Year Ended December 31,
			2025						2024
Cash flows from operating activities:
Net loss			$	(9,750)					$	(10,928)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization			18,408						19,667
Amortization of debt discount and deferred financing costs			4,595						2,077
Non-cash lease income			(1,591)						(1,022)
Net deferred taxes and other			4,263						644
Allowance for credit losses			6,033						4,731
Stock-based compensation expense			13,776						17,171
Loss on extinguishment, repayments and repurchases of debt			1,205						46
Trade and barter activity, net			(2,295)						(1,380)
Impairment of intangible assets, goodwill, investments and long-lived assets			8,911						37,714
Net gain on sales and retirements of assets			(8,839)						(765)
Gain on sale of investment			—						(4,069)
Unrealized gain on investment			—						(202)
Amortization of content rights			1,479						4,890
Change in content rights liabilities			(1,736)						(5,051)
Other			1,972						1,990
Changes in assets and liabilities:
Accounts receivable			3,163						(4,995)
Prepaid expenses and other assets			(1,223)						(538)
Accounts payable			2,499						(751)
Accrued expenses			(1,744)						(9,439)
Accrued interest			(8,614)						(1,015)
Other long-term liabilities			91						(27)
Net cash provided by operating activities			30,603						48,748
Cash flows from investing activities:
Purchases of property and equipment			(15,222)						(17,441)
Net proceeds from sales of assets and investment related transactions			10,558						7,040
Proceeds from insurance recoveries			205						474
Net cash used in investing activities			(4,459)						(9,927)
Cash flows from financing activities:
Repayment and repurchase of 2026 Notes			(467,436)						(36,025)
Proceeds from Term Loan			446,400						—
Voluntary repayments of Term Loan			(5,185)						—
Fixed quarterly repayments of Term Loan			(8,813)						—
Deferred financing costs			(4,692)						—
Borrowings under the revolving credit facility			18,000						—
Repayment of borrowings under the revolving credit facility			(16,000)						—
Dividend payments			(13,205)						(12,312)
Proceeds from stock options exercised			853						7,889
Shares withheld in lieu of employee tax withholding			(1,542)						(324)
Withholdings for shares issued under the ESPP			596						709
Repurchases of stock			—						(23,551)
Cash distribution to non-controlling interests			(1,766)						(1,864)
Repayments of capitalized obligations			(1,527)						(1,902)
Net cash used in financing activities			(54,317)						(67,380)
Cash and cash equivalents and restricted cash:
Net decrease in cash, cash equivalents and restricted cash			(28,173)						(28,559)
Beginning of period			32,990						61,549
End of period			$	4,817					$	32,990

8

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in Thousands)

			Year Ended December 31,
			2025						2024
Supplemental Disclosure of Cash Flow Information:
Cash payments:
Interest			$	51,898					$	35,789
Income and Franchise taxes			1,046						1,135
Supplemental Disclosure of Non-cash Activities:
Dividends declared, but not paid during the period			$	3,783					$	3,376
Accrued financing costs			833						—
Deferred payments for software licenses			—						20
Property and equipment acquired in exchange for advertising(1)			2,340						1,223
Accrued capital expenditures			74						251
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			$	12,041					$	12,287
Right-of-use assets obtained in exchange for operating lease obligations			6,262						12,631
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents			$	4,759					$	32,990
Restricted cash			58						—
			$	4,817					$	32,990

(1) Represents total advertising services provided by the Company in exchange for property and equipment and equity interests acquired during each of the years ended December 31, 2025 and 2024, respectively.

9

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT

(in Thousands)

			Three Months Ended  December 31,																		Twelve Months Ended  December 31,
			2025						2024						% Change						2025						2024						% Change
Digital Advertising			$	41,659					$	42,074					(1.0)		%				$	161,176					$	158,615					1.6		%
Subscription Digital Marketing Solutions			18,405						19,495						(5.6)		%				74,843						75,343						(0.7)		%
Broadcast Advertising			45,776						55,669						(17.8)		%				183,357						209,867						(12.6)		%
Other			658						575						14.4		%				8,004						7,157						11.8		%
Net revenue			106,498						117,813						(9.6)		%				427,380						450,982						(5.2)		%
Digital Advertising expenses			33,150						30,251						9.6		%				125,232						117,916						6.2		%
Subscription Digital Marketing Solutions Expenses			11,893						13,679						(13.1)		%				49,705						53,930						(7.8)		%
Broadcast Advertising expenses			34,678						35,694						(2.8)		%				135,261						147,136						(8.1)		%
Other expenses			1,152						957						20.4		%				8,078						7,800						3.6		%
Direct operating expenses			80,873						80,581						0.4		%				318,276						326,782						(2.6)		%
Depreciation and amortization			4,789						4,771						0.4		%				18,408						19,667						(6.4)		%
Corporate expenses			4,092						6,053						(32.4)		%				20,997						23,815						(11.8)		%
Stock-based compensation			2,732						3,109						(12.1)		%				13,776						17,171						(19.8)		%
Transaction and business realignment costs			932						1,222						(23.7)		%				11,650						4,905						137.5		%
Impairment of intangible assets, goodwill, investments and long-lived assets			4,313						1,450						197.4		%				8,911						37,714						(76.4)		%
Net gain on sales and retirements of assets			(1,315)						(699)						88.1		%				(8,839)						(765)						**
Total operating costs and expenses			96,416						96,487						(0.1)		%				383,179						429,289						(10.7)		%
Operating income			10,082						21,326						(52.7)		%				44,201						21,693						103.8		%
Other expense (income):
Interest expense, net			12,427						8,808						41.1		%				47,924						36,226						32.3		%
Loss on extinguishment, repayments and repurchases of debt			—						57						(100.0)		%				1,205						46						**
Other (income) expense, net			(132)						16						**						94						(4,958)						**
(Loss) income from operations before tax			(2,213)						12,445						**						(5,022)						(9,621)						(47.8)		%
Income tax provision (benefit)			2,537						(12,596)						**						4,728						1,307						261.7		%
Net (loss) income			$	(4,750)					$	25,041					**						$	(9,750)					$	(10,928)					(10.8)		%

** not meaningful

10

The following table presents Net revenue by segment and Segment Profit, for the three and twelve months ended December 31, 2025, and 2024, respectively (in thousands):

			Three Months Ended  December 31,																		Twelve Months Ended  December 31,
			2025						2024						% Change						2025						2024						% Change
Digital Advertising			$	41,659					$	42,074					(1.0)		%				$	161,176					$	158,615					1.6		%
Subscription Digital Marketing Solutions			18,405						19,495						(5.6)		%				74,843						75,343						(0.7)		%
Digital			60,064						61,569						(2.4)		%				236,019						233,958						0.9		%
Broadcast Advertising			45,776						55,669						(17.8)		%				183,357						209,867						(12.6)		%
Other			658						575						14.4		%				8,004						7,157						11.8		%
Net revenue			$	106,498					$	117,813					(9.6)		%				$	427,380					$	450,982					(5.2)		%
Digital Advertising			$	8,509					$	11,823					(28.0)		%				$	35,944					$	40,699					(11.7)		%
Subscription Digital Marketing Solutions			6,512						5,816						12.0		%				25,138						21,413						17.4		%
Digital			15,021						17,639						(14.8)		%				61,082						62,112						(1.7)		%
Broadcast Advertising			11,098						19,975						(44.4)		%				48,096						62,731						(23.3)		%
Other			(494)						(382)						29.3		%				(74)						(643)						(88.5)		%
Segment Profit			$	25,625					$	37,232					(31.2)		%				$	109,104					$	124,200					(12.2)		%

The following table reconciles Net revenue to Net revenue, excluding political revenue on a GAAP basis by segment for the three and twelve months ended December 31, 2025, and 2024, respectively (in thousands):

			Three Months Ended  December 31,																		Twelve Months Ended  December 31,
			2025						2024						% Change						2025						2024						% Change
Digital Advertising			$	41,659					$	42,074					(1.0)		%				$	161,176					$	158,615					1.6		%
Subscription Digital Marketing Solutions			18,405						19,495						(5.6)		%				74,843						75,343						(0.7)		%
Digital			60,064						61,569						(2.4)		%				236,019						233,958						0.9		%
Broadcast Advertising			45,776						55,669						(17.8)		%				183,357						209,867						(12.6)		%
Other			658						575						14.4		%				8,004						7,157						11.8		%
Net revenue			$	106,498					$	117,813					(9.6)		%				$	427,380					$	450,982					(5.2)		%
Digital Advertising political revenue			132						466						(71.7)		%				304						830						(63.4)		%
Subscription Digital Marketing Solutions political revenue			—						—						—						—						—						—
Broadcast Advertising political revenue			727						6,733						(89.2)		%				1,847						12,588						(85.3)		%
Other political revenue			—						—						—						—						—						—
Political revenue			$	859					$	7,199					(88.1)		%				$	2,151					$	13,418					(84.0)		%
Digital Advertising net revenue (ex. political)			41,527						41,608						(0.2)		%				160,872						157,785						2.0		%
Subscription Digital Marketing Solutions net revenue (ex. political)			18,405						19,495						(5.6)		%				74,843						75,343						(0.7)		%
Digital net revenue (ex. political)			59,932						61,103						(1.9)		%				235,715						233,128						1.1		%
Broadcast Advertising political net revenue (ex. political)			45,049						48,936						(7.9)		%				181,510						197,279						(8.0)		%
Other net revenue (ex. political)			658						575						14.4		%				8,004						7,157						11.8		%
Net revenue (ex. political)			$	105,639					$	110,614					(4.5)		%				$	425,229					$	437,564					(2.8)		%

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 twelve months ended December 31, 2025, and 2024, respectively (in thousands, except per share data):

			Three Months Ended  December 31,												Twelve Months Ended  December 31,
			2025						2024						2025						2024
Net (loss) income			$	(4,750)					$	25,041					$	(9,750)					$	(10,928)
Income tax provision (benefit)			2,537						(12,596)						4,728						1,307
(Loss) Income from operations before taxes			(2,213)						12,445						(5,022)						(9,621)
Transaction and business realignment costs			932						1,222						11,650						4,905
Impairment of intangible assets, goodwill, investments and long-lived assets			4,313						1,450						8,911						37,714
Net gain on sales and retirements of assets			(1,315)						(699)						(8,839)						(765)
Loss on extinguishment, repayments and repurchases of debt			—						57						1,205						46
Gain on sale of investment			—						—						—						(4,069)
Change in fair value of investment			—						—						—						(202)
Gain on insurance recoveries			(188)						(138)						(205)						(474)
Net income attributable to non-controlling interest, net of income taxes			(449)						(484)						(1,766)						(1,776)
Adjusted net income before income taxes			1,080						13,853						5,934						25,758
Income tax provision (1)			275						3,532						1,509						6,567
Adjusted Net Income			$	805					$	10,321					$	4,425					$	19,191
Adjusted Net Income Per Share:
Basic			$	0.05					$	0.67					$	0.27					$	1.23
Diluted			$	0.05					$	0.60					$	0.26					$	1.09
Weighted average shares outstanding:
Basic			16,319						15,456						16,184						15,601
Diluted			17,161						17,327						16,861						17,551

(1) Income tax provision for the three and twelve months ended December 31, 2025 and 2024, 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 twelve months ended December 31, 2025, and 2024, respectively (dollars in thousands):

			Three Months Ended  December 31,												Twelve Months Ended  December 31,
			2025						2024						2025						2024
Net (loss) income			$	(4,750)					$	25,041					$	(9,750)					$	(10,928)
Income tax provision (benefit)			2,537						(12,596)						4,728						1,307
Interest expense, net			12,427						8,808						47,924						36,226
Loss on extinguishment, repayments and repurchases of debt			—						57						1,205						46
Depreciation and amortization			4,789						4,771						18,408						19,667
Stock-based compensation			2,732						3,109						13,776						17,171
Transaction and business realignment costs			932						1,222						11,650						4,905
Impairment of intangible assets, goodwill, investments and long-lived assets			4,313						1,450						8,911						37,714
Other (a)			(1,447)						(683)						(8,745)						(5,723)
Adjusted EBITDA			$	21,533					$	31,179					$	88,107					$	100,385
Political Adjusted EBITDA			(730)						(6,119)						(1,828)						(11,405)
Adjusted EBITDA (Excluding Political)			$	20,803					$	25,060					$	86,279					$	88,980
Political Adjusted EBITDA			730						6,119						1,828						11,405
Net cash paid for interest			(11,176)						(399)						(51,898)						(35,789)
Capital expenditures			(3,402)						(3,670)						(15,222)						(17,441)
Cash paid for taxes			(138)						(190)						(1,046)						(1,135)
Adjusted EBITDA Less Interest, Capex and Taxes			$	6,817					$	26,920					$	19,941					$	46,020

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

13

The following tables provide the calculation of Segment Profit (Loss) for the three months ended December 31, 2025, and 2024 (in thousands). Segment Profit (Loss) represents net revenue less direct operating expenses, excluding depreciation, amortization, and stock-based compensation:

			Three Months Ended December 31, 2025
			Digital Advertising						Subscription Digital Marketing Solutions						Broadcast Advertising						Other												Total
Net Revenue			$	41,659					$	18,405					$	45,776					$	658											$	106,498
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation			33,150						11,893						34,678						1,152												80,873
Segment Profit (Loss)			$	8,509					$	6,512					$	11,098					$	(494)											$	25,625

			Three Months Ended December 31, 2024
			Digital Advertising						Subscription Digital Marketing Solutions						Broadcast Advertising						Other												Total
Net Revenue			$	42,074					$	19,495					$	55,669					$	575											$	117,813
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation			30,251						13,679						35,694						957												80,581
Segment Profit (Loss)			$	11,823					$	5,816					$	19,975					$	(382)											$	37,232

The following tables provide the calculation of Segment Profit (Loss) for the year ended December 31, 2025, and 2024 (in thousands). Segment Profit (Loss) represents net revenue less direct operating expenses, excluding depreciation, amortization, and stock-based compensation:

			Year Ended December 31, 2025
			Digital Advertising						Subscription Digital Marketing Solutions						Broadcast Advertising						Other						Total
Net Revenue			$	161,176					$	74,843					$	183,357					$	8,004					$	427,380
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation			125,232						49,705						135,261						8,078						318,276
Segment Profit (Loss)			$	35,944					$	25,138					$	48,096					$	(74)					$	109,104

			Year Ended December 31, 2024
			Digital Advertising						Subscription Digital Marketing Solutions						Broadcast Advertising						Other						Total
Net Revenue			$	158,615					$	75,343					$	209,867					$	7,157					$	450,982
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation			117,916						53,930						147,136						7,800						326,782
Segment Profit (Loss)			$	40,699					$	21,413					$	62,731					$	(643)					$	124,200

14

FAQ

How did Townsquare Media (TSQ) perform financially in 2025?

Townsquare Media’s 2025 net revenue was $427.4 million, down 5.2% from 2024, and Adjusted EBITDA declined 12.2% to $88.1 million. The company reported a net loss of $9.8 million, an improvement of $1.2 million versus the prior year due to lower non-cash charges.

What were Townsquare Media’s Q4 2025 results?

In Q4 2025, Townsquare Media generated net revenue of $106.5 million, a 9.6% decline year over year. The quarter swung to a net loss of $4.8 million from prior net income of $25.0 million, as revenue fell, tax benefits normalized, and interest expense increased.

How important is digital to Townsquare Media’s business now?

Digital operations are central for Townsquare Media, representing 55% of 2025 total net revenue and 56% of total Segment Profit. Digital Advertising revenue grew 1.6%, and Townsquare Interactive’s Segment Profit rose 17.4%, with a strong 34% margin, partially offsetting broadcast declines.

What dividend is Townsquare Media (TSQ) paying and what is the yield?

The board approved a quarterly cash dividend of $0.20 per share, payable on May 4, 2026 to shareholders of record on April 27, 2026. Based on the last closing price cited, this equates to an approximate dividend yield of 11%, which management intends to maintain.

What is Townsquare Media’s debt and leverage position?

As of December 31, 2025, Townsquare Media had $457.4 million of outstanding indebtedness and $4.8 million of cash, implying gross leverage of about 5.19x and net leverage of about 5.14x based on $88.1 million of Adjusted EBITDA for 2025.

What guidance did Townsquare Media provide for 2026?

For 2026, Townsquare Media expects net revenue between $96 million and $98 million in Q1, and $420 million to $440 million for the full year. Adjusted EBITDA is projected between $16 million and $17 million for Q1 and $87 million to $93 million for the full year.

How did political advertising affect Townsquare Media’s 2025 results?

Political revenue fell sharply in 2025, from $13.4 million to $2.2 million, pressuring reported growth. Excluding political, full-year net revenue declined a milder 2.8%, and Adjusted EBITDA excluding political decreased 3.0%, highlighting the impact of election-cycle-driven advertising swings.

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