[8-K] TOWNSQUARE MEDIA, INC. Reports Material Event

Rhea-AI Filing Summary

Event: Townsquare Media, Inc. filed a Current Report on Form 8-K dated August 6, 2025 notifying investors that it issued a press release announcing operating results for the quarter ended June 30, 2025. The press release is attached as Exhibit 99.1 and a Cover Page Interactive Data File is listed as Exhibit 104.

Corporate disclosure note: The filing states the press release information is furnished, not filed, for purposes of Section 18 of the Exchange Act and that the company uses the "Equity Investors" section of its website for material disclosures. The report is signed by Stuart Rosenstein, EVP and CFO. No financial metrics or guidance are included in this 8-K.

Insights

Financial Analyst

TL;DR: Routine 8-K furnishing a press release with Q2 operating results; filing contains no financials, so investor impact is limited until the release is reviewed.

The filing formally notifies the market that a press release covering operating results for the quarter ended June 30, 2025 was issued and attached as Exhibit 99.1. Under the filing the content is "furnished" and thus not subject to Section 18 liabilities. Investors must consult the attached press release or the company investor website for the actual metrics; the 8-K itself does not change the companys disclosed financial position.

Corporate Governance Expert

TL;DR: Procedural disclosure consistent with Regulation FD and standard 8-K practice; governance implications are neutral based on provided text.

The filing documents compliance with disclosure procedures by publishing a press release and attaching it as Exhibit 99.1. The company expressly states the press release is furnished, not filed, aligning with common legal practice to limit Section 18 exposure. The report is executed by the CFO, Stuart Rosenstein. Absent the exhibit content, there are no governance or control issues evident in this filing alone.

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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, 2025

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.)

One Manhattanville Road,

Suite 202

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 August 6, 2025, Townsquare Media Inc. (the “Company”) issued a press release announcing operating results for the quarter ended June 30, 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 August 6, 2025
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: August 6, 2025						TOWNSQUARE MEDIA, INC.
						By:			/s/ Stuart Rosenstein
						Name:			Stuart Rosenstein
						Title:			Executive Vice President and Chief Financial Officer

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FAQ

What did Townsquare Media (TSQ) file on August 6, 2025?

Townsquare Media filed a Current Report on Form 8-K dated August 6, 2025 stating it issued a press release with operating results for the quarter ended June 30, 2025.

Does the 8-K include financial results for Q2 2025?

No. The 8-K states a press release announcing operating results was issued and attached as Exhibit 99.1, but the filing itself contains no financial metrics.

What exhibits are included with the filing?

The filing lists Exhibit 99.1 (press release dated August 6, 2025) and Exhibit 104 (Cover Page Interactive Data File).

Is the press release "filed" under Section 18 of the Exchange Act?

The company states the information, including Exhibit 99.1, is furnished, not filed for purposes of Section 18 of the Exchange Act.

Where does Townsquare Media disclose material non-public information?

The company uses the "Equity Investors" section of its website to disclose material non-public information and comply with Regulation FD.

Who signed the 8-K for Townsquare Media?

The 8-K is signed by Stuart Rosenstein, Executive Vice President and Chief Financial Officer, dated August 6, 2025.