tsq-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______

Commission file number 001-36558

Townsquare Media, Inc.

(Exact name of registrant as specified in its charter)


Delaware		27-1996555
(State or other jurisdiction of incorporation or organization)		(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)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

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.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 6, 2026, the registrant had 17,953,792 outstanding shares of common stock consisting of: (i) 16,638,496 shares of Class A common stock, par value $0.01 per share and (ii) 815,296 shares of Class B common stock, par value $0.01 per share; and (iii) 500,000 shares of Class C common stock, par value $0.01 per share.

TOWNSQUARE MEDIA, INC.

INDEX


PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets as of March 3 1 , 202 6 and December 31, 202 5	2
	Consolidated Statements of Operations for the three months ended March 3 1 , 202 6 and 202 5	3
	Consolidated Statements of Stockholders' Deficit for the three months ended March 3 1 , 202 6 and 20 25	4
	Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 6 and 202 5	5
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 4.	Controls and Procedures	31

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
	Signatures	34

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TOWNSQUARE MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in Thousands, Except Share and Per Share Data)

(unaudited)



	March 31, 2026		December 31, 2025

ASSETS
Current assets:
Cash and cash equivalents	$	2,182	$	4,759
Accounts receivable, net of allowance for credit losses of $4,496 and $4,979, respectively	49,143		52,048
Prepaid expenses and other current assets	14,779		12,582

Total current assets	66,104		69,389
Property and equipment, net	109,695		110,043
Intangible assets, net	145,606		155,047
Goodwill	147,590		147,590
Investments	725		725
Operating lease right-of-use assets	45,403		45,099
Other assets	611		667
Restricted cash	323		58
Total assets	$	516,057	$	528,618
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	7,079	$	6,895
Current portion of long-term debt	11,750		11,750
Deferred revenue	8,581		8,737
Accrued compensation and benefits	8,077		11,486
Accrued expenses and other current liabilities	32,519		30,886
Operating lease liabilities, current	7,755		7,688
Accrued interest	4,337		4,791
Total current liabilities	80,098		82,233
Long-term debt, net of discount and deferred finance costs of $23,316 and $24,429, respectively	422,423		421,247
Deferred tax liability	971		16,763
Operating lease liability, net of current portion	41,980		42,101

Other long-term liabilities	6,831		7,266
Total liabilities	552,303		569,610

Stockholders’ deficit:
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 17,320,246 and 16,180,932 shares issued and outstanding, respectively	173		162
Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 815,296 and 815,296 shares issued and outstanding, respectively	8		8
Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 500,000 and 500,000 shares issued and outstanding, respectively	5		5
Total common stock	186		175
Treasury stock, at cost; 965,399 and 965,399 shares of Class A common stock, respectively	(11,203)		(11,203)
Additional paid-in capital	325,563		319,818
Accumulated deficit	(354,388)		(353,195)
Non-controlling interest	3,596		3,413
Total stockholders’ deficit	(36,246)		(40,992)
Total liabilities and stockholders’ deficit	$	516,057	$	528,618

See Notes to Unaudited Consolidated Financial Statements

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in Thousands, Except Per Share Data)

(unaudited)


	Three Months Ended March 31,
		2026		2025
Net revenue		$	96,781	$	98,675

Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation		75,577		75,816
Depreciation and amortization		4,696		4,415
Corporate expenses		4,823		4,722
Stock-based compensation		3,731		4,188
Transaction and business realignment costs		1,141		2,438

Impairment of intangible assets		8,588		—

Net gain on sales and retirement of assets		(501)		(37)
Total operating costs and expenses		98,055		91,542
Operating (loss) income		(1,274)		7,133
Other expense (income):
Interest expense, net		11,329		10,239
Loss on extinguishment of debt		—		1,452
Other expense (income), net		112		(9)
Loss from operations before tax		(12,715)		(4,549)
Income tax benefit		(15,672)		(3,038)


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

Net income (loss) attributable to:
Controlling interests		$	2,774	$	(1,982)
Non-controlling interests		$	183	$	471

Basic income (loss) per share		$	0.17	$	(0.12)





Diluted income (loss) per share		$	0.16	$	(0.12)


Weighted average shares outstanding:
Basic		16,800		15,887
Diluted		17,720		15,887

See Notes to Unaudited Consolidated Financial Statements

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(in Thousands, Except Share Data)

(unaudited)


	Shares of Common Stock			Treasury Stock
	Class A	Class B	Class C	Class A
	Shares	Shares	Shares	Shares	Common Stock		Treasury Stock		Additional Paid-in Capital		Accumulated Deficit		Non- Controlling Interest		Total
Balance at January 1, 2026	16,180,932	815,296	500,000	965,399	$	175	$	(11,203)	$	319,818	$	(353,195)	$	3,413	$	(40,992)
Net income	—	—	—	—	—		—		—		2,774		183		2,957
Dividends declared ($0.20 per share)	—	—	—	—	—		—		—		(3,967)		—		(3,967)
Stock-based compensation	—	—	—	—	—		—		2,739		—		—		2,739
Common stock issued under exercise of stock options	19,500	—	—	—	—		—		130		—		—		130
ESPP shares issued	37,671	—	—	—	—		—		174		—		—		174
Issuance of restricted stock(1)	1,082,143	—	—	—	11		—		2,702		—		—		2,713


Balance at March 31, 2026	17,320,246	815,296	500,000	965,399	$	186	$	(11,203)	$	325,563	$	(354,388)	$	3,596	$	(36,246)

SEC Form 10-Q filed by Townsquare Media Inc.