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What changed in Townsquare Media, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Townsquare Media, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+216 added−216 removedSource: 10-K (2026-03-16) vs 10-K (2025-03-17)

Top changes in Townsquare Media, Inc.'s 2025 10-K

216 paragraphs added · 216 removed · 187 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

52 edited+5 added−9 removed128 unchanged
Biggest changeWe are subject to risks and uncertainties related to general economic conditions and our business, some of which are beyond our control, including that: • Macroeconomic factors such as inflation, rising interest rates, and changes in the economy have had, and may continue to have a material adverse effect on our business. • Our business, financial condition and results of operations may be adversely affected if we are unable to acquire certain broadcast rights or our broadcast rights contracts are not renewed on sufficiently favorable terms. • Our results are impacted by political advertising revenue, which can vary from even to odd-numbered years. • If we are unable to retain our digital audience, our business may be adversely affected. • To remain competitive, we must respond to changes in technology, services and standards that characterize our industry. • The failure or destruction of transmitter and other facilities that we depend upon to distribute our content could materially adversely affect our business, financial condition and results of operations. • We are dependent on key personnel. • Artificial intelligence presents new risks and challenges to our business. • Increases in or new royalties could adversely impact our business, financial condition and results of operations. • Our substantial indebtedness could have an adverse impact on us. • Capital requirements necessary to operate our business or consummate acquisitions could pose risks.
Biggest changeWe are subject to risks and uncertainties related to general economic conditions and our business, some of which are beyond our control, including that: • Macroeconomic factors such as high and sustained inflation and interest rates, enacted and proposed tariffs and changes in the economy have had, and may continue to have a material adverse effect on our business. • If we are unable to retain our digital audience, our business may be adversely affected. • Our results are impacted by political advertising revenue, which can vary from even to odd-numbered years. • To remain competitive, we must respond to changes in technology, services and standards that characterize our industry. • Our business, financial condition and results of operations may be adversely affected if we are unable to acquire certain broadcast rights or our broadcast rights contracts are not renewed on sufficiently favorable terms. • The failure or destruction of transmitter and other facilities that we depend upon to distribute our content could materially adversely affect our business, financial condition and results of operations. • We are dependent on key personnel. • Artificial intelligence presents new risks and challenges to our business. • Increases in or new royalties could adversely impact our business, financial condition and results of operations. • Our substantial indebtedness could have an adverse impact on us. • Capital requirements necessary to operate our business or consummate acquisitions could pose risks.
We believe that our ability to maintain stable audience and time spent listening levels to our radio stations is driven by our focus on markets outside of the Top 50, where there is less competition and less local content available in our 4 communities, and our investment in our original content strategy, which takes the form of investing in local talent and resources to support our local talent.
We believe that our ability to maintain stable audience and time spent listening levels to our radio stations is driven by our focus on markets outside of the Top 50, where there is less competition and less local content available in our communities, and our 4 investment in our original content strategy, which takes the form of investing in local talent and resources to support our local talent.
In 2022, we also developed our own CRM, Blueprint, as well as an associated app, that was awarded the NAB’s PILOT Technology and Innovation Award. We have also organically built and introduced a data and analytics tool and a data management platform that enhance our ability to create and deliver effective targeted broadcast and digital advertising campaigns for our clients.
In 2022, we developed our own CRM, Blueprint, as well as an associated app, that was awarded the NAB’s PILOT Technology and Innovation Award. We have also organically built and introduced a data and analytics tool and a data management platform that enhance our ability to create and deliver effective targeted broadcast and digital advertising campaigns for our clients.
Market Stations Abilene, TX 6 Albany-Schenectady-Troy, NY 5 Amarillo, TX 5 Atlantic City-Cape May, NJ 5 Augusta-Waterville, ME 3 Bangor, ME 5 Battle Creek, MI 2 Billings, MT 5 Binghamton, NY 4 Bismarck, ND 5 Boise, ID 6 Bozeman, MT 5 Buffalo-Niagara Falls, NY 4 Butte, MT 4 Casper, WY 6 Cedar Rapids, IA 3 Cheyenne, WY 3 10 Danbury, CT 2 Dubuque, IA (NR) 5 Duluth-Superior, MN, WI 5 El Paso, TX 3 Evansville, IN 5 Faribault/Owatonna, MN 4 Flint, MI 4 Ft.
Market Stations Abilene, TX 5 Albany-Schenectady-Troy, NY 5 Amarillo, TX 5 Atlantic City-Cape May, NJ 5 Augusta-Waterville, ME 3 Bangor, ME 5 Battle Creek, MI 2 Billings, MT 5 Binghamton, NY 4 Bismarck, ND 5 Boise, ID 6 Bozeman, MT 5 Buffalo-Niagara Falls, NY 4 Butte, MT 4 Casper, WY 6 Cedar Rapids, IA 3 Cheyenne, WY 3 Danbury, CT 2 Dubuque, IA (NR) 5 Duluth-Superior, MN, WI 5 El Paso, TX 3 Evansville, IN 5 10 Faribault/Owatonna, MN 4 Flint, MI 4 Ft.
Collins-Greeley, CO 4 Grand Junction, CO 5 Grand Rapids, MI 5 Great Falls, MT 5 Kalamazoo, MI 3 Killeen-Temple, TX 5 Lafayette, LA 6 Lake Charles, LA 5 Lansing-East Lansing, MI 6 Laramie, WY 2 Lawton, OK 3 Lubbock, TX 6 Lufkin-Nacogdoches, TX 5 Missoula, MT (NR) 7 Montrose, CO 3 Monmouth-Ocean, NJ 5 New Bedford-Fall River, MA 2 Odessa-Midland, TX 5 Oneonta, NY 7 Owensboro, KY 2 Pittsfield, MA 6 Portland, ME 4 Portsmouth-Dover-Rochester, NH 4 Poughkeepsie, NY 8 Presque Isle, ME 3 Quad Cities, IA-IL 5 Quincy, IL-Hannibal, MO 4 Richland-Kennewick-Pasco, WA 7 Rochester, MN 10 Rockford, IL 4 San Angelo, TX 5 Sedalia, MO 3 Shelby, MT 2 Shreveport, LA 6 11 Sierra Vista, AZ 3 Sioux Falls, SD 8 St.
Collins-Greeley, CO 4 Grand Junction, CO 5 Grand Rapids, MI 5 Great Falls, MT 5 Kalamazoo, MI 3 Killeen-Temple, TX 5 Lafayette, LA 6 Lake Charles, LA 5 Lansing-East Lansing, MI 6 Laramie, WY 2 Lawton, OK 3 Lubbock, TX 6 Lufkin-Nacogdoches, TX 4 Missoula, MT (NR) 7 Montrose, CO 3 Monmouth-Ocean, NJ 5 New Bedford-Fall River, MA 2 Odessa-Midland, TX 5 Oneonta, NY 7 Owensboro, KY 2 Pittsfield, MA 5 Portland, ME 4 Portsmouth-Dover-Rochester, NH 4 Poughkeepsie, NY 8 Presque Isle, ME 3 Quad Cities, IA-IL 4 Quincy, IL-Hannibal, MO 4 Richland-Kennewick-Pasco, WA 7 Rochester, MN 10 Rockford, IL 4 San Angelo, TX 5 Sedalia, MO 3 Shelby, MT 2 Shreveport, LA 6 Sierra Vista, AZ 3 Sioux Falls, SD 8 St.
George, UT 7 Texarkana, TX-AR 4 Trenton, NJ 3 Tuscaloosa, AL 6 Twin Falls-Sun Valley, ID 4 Tyler-Longview, TX 4 Utica/Rome, NY 5 Victoria, TX 4 Wenatchee, WA 8 Waterloo-Cedar Falls, IA 4 Wichita Falls, TX 4 Williston, ND 3 Yakima, WA 5 Regulatory Approvals The Communications Laws prohibit the assignment or transfer of control of a broadcast license without the prior approval of the FCC.
George, UT 7 Texarkana, TX-AR 4 11 Trenton, NJ 3 Tuscaloosa, AL 6 Twin Falls-Sun Valley, ID 4 Tyler-Longview, TX 4 Utica/Rome, NY 5 Victoria, TX 4 Wenatchee, WA 8 Waterloo-Cedar Falls, IA 4 Wichita Falls, TX 4 Williston, ND 3 Yakima, WA 5 Regulatory Approvals The Communications Laws prohibit the assignment or transfer of control of a broadcast license without the prior approval of the FCC.
Accordingly, our policy is not to commence operation under an LMA, a JSA, or similar agreement of any affected radio station to be acquired until the waiting period under the HSR Act has expired or been terminated. Formation and Form of Organization Townsquare Media, LLC, a Delaware limited liability company, was formed on February 26, 2010.
Accordingly, our policy is not to commence operation under an LMA, a JSA, or similar agreement of any affected radio station to be acquired until the waiting period under the HSR Act has expired or been terminated. 14 Formation and Form of Organization Townsquare Media, LLC, a Delaware limited liability company, was formed on February 26, 2010.
Our risks related to losing key members of our senior management are more fully described in the section titled “Risk Factors.” Federal Regulation of Radio Broadcasting General The ownership, operation and sale of radio stations, including those licensed to us, are subject to the jurisdiction of the FCC, which acts under authority of the Communications Act of 1934, as amended (the “Communications Act”).
Our risks related to losing key members of our senior management team are more fully described in the section titled “Risk Factors.” Federal Regulation of Radio Broadcasting General The ownership, operation and sale of radio stations, including those licensed to us, are subject to the jurisdiction of the FCC, which acts under authority of the Communications Act of 1934, as amended (the “Communications Act”).
For particularly egregious violations, the FCC may deny a radio station’s license renewal application, revoke a radio station’s license, or deny applications in which an applicant seeks to acquire additional broadcast properties. 9 License Renewal Radio broadcast licenses are generally renewed for terms of eight years. Licenses are renewed by filing an application with the FCC.
For particularly egregious violations, the FCC may deny a radio station’s license renewal application, revoke a radio station’s license, or deny applications in which an applicant seeks to acquire additional broadcast properties. License Renewal Radio broadcast licenses are generally renewed for terms of eight years. Licenses are renewed by filing an application with the FCC.
Unless converted to a paying subscription, these customers are removed from the subscriber list at the end of the promotion. Additionally, subscribers include customers whose subscription fees are past due while attempting to collect payment until the Company terminates the customers rights due to non-payment.
Unless converted to a paying subscription, these customers are removed from the subscriber list at the end of the promotion. Additionally, subscribers include customers whose subscription fees are past due while attempting to collect payment until the Company terminates the customers’ rights due to non-payment.
A significant percentage of our advertising revenue is generated from the sale of advertising to the automotive, financial services, health services, entertainment, and retail industries. Our most significant expenses are sales personnel, programming, digital, marketing and promotional, engineering, and general and administrative expenses.
A significant percentage of our advertising revenue is generated from the sale of advertising to the home services, automotive, entertainment, financial services, health services, and retail industries. Our most significant expenses are sales personnel, programming, digital, marketing and promotional, engineering, and general and administrative expenses.
In a typical LMA, the licensee of a radio station makes available, for a fee, airtime on its radio station to a party which supplies content to be broadcast during that airtime and collects revenue from advertising aired during such content.
In a typical LMA, the licensee of a radio station makes available, for a fee, airtime on its radio station to a party which supplies content to be broadcast during that airtime and collects revenue from advertising aired 13 during such content.
While we are not currently aware of any facts that would prevent future renewal of our licenses to operate our radio stations, there can be no assurance that any of our licenses will be renewed for a full term.
While we are not currently 9 aware of any facts that would prevent future renewal of our licenses to operate our radio stations, there can be no assurance that any of our licenses will be renewed for a full term.
If an interest is attributable, 12 the FCC treats the person or entity who holds that interest as an “owner” of the radio station in question, and that interest thus counts against the person in determining compliance with the FCC’s ownership rules.
If an interest is attributable, the FCC treats the person or entity who holds that interest as an “owner” of the radio station in question, and that interest thus counts against the person in determining compliance with the FCC’s ownership rules.
Since our Company’s founding in 2010, we have expanded our local radio station portfolio from 60 to 344 by completing more than 10 radio transactions. We successfully transformed traditional broadcast radio assets that began with almost 100% of revenue tied to broadcast into Digital First brands that now generate a significant and growing amount of digital revenue.
Since our Company’s founding in 2010, we have expanded our local radio station portfolio from 60 to 340 by completing more than 10 radio transactions. We successfully transformed traditional broadcast radio assets that began with almost 100% of revenue tied to broadcast into Digital First brands that now generate a significant and growing amount of digital revenue.
Our on-air personalities, or as we refer to them “the original social influencers” are also digital content creators, and create or curate approximately 20,000 pieces of content per month for our websites and apps, making Townsquare one of the largest producers of original local content in the United States.
Our on-air personalities, or as we refer to them “the original social influencers” are also digital content creators, and create or curate approximately 15,000 pieces of content per month for our websites and apps, making Townsquare one of the largest producers of original local content in the United States.
With respect to a corporation, officers, directors and persons or entities that directly or indirectly hold 5.0% or more of the corporation’s voting stock (20.0% or more of such stock in the case of insurance companies, investment companies, bank trust departments and certain other “passive investors” that hold such stock for investment purposes only) generally are attributed with ownership of the radio stations, television stations and daily newspapers owned by the corporation.
With respect to a corporation, officers, directors and persons or entities that directly or indirectly hold 5.0% or more of the corporation’s voting stock (20.0% or more of such stock in the case of insurance companies, investment companies, bank trust departments and 12 certain other “passive investors” that hold such stock for investment purposes only) generally are attributed with ownership of the radio and television stations, owned by the corporation.
We target SMBs outside the top 50 markets in the U.S., outside and within our 74 local media market footprint. As of December 31, 2024, approximately 60% of our total subscriber base was located in markets outside of our local media footprint.
We target SMBs outside the top 50 markets in the U.S., outside and within our 74 local media market footprint. As of December 31, 2025, approximately 60% of our total subscriber base was located in markets outside of our local media footprint.
Our Townsquare Interactive sales team of more than 120 sellers target private, independently owned SMBs outside of the top 50 markets, with less than 20 employees and less than $5 million of annual revenue.
Our Townsquare Interactive sales team of more than 110 sellers target private, independently owned SMBs outside of the top 50 markets, with less than 20 employees and less than $5 million of annual revenue.
Race, background, age, gender, sexual orientation, religion, physical ability, perspective and life experience are all important elements of each and every one of our team members. We embrace this diversity because we care about our team members and because these individual perspectives contribute a wealth of knowledge, talent and experience that ultimately benefit the Company.
Race, background, age, gender, sexual orientation, religion, physical ability, perspective and life experience are all important elements of each and every one of our team members. We care about our team members and because these individual perspectives contribute a wealth of knowledge, talent and experience that ultimately benefit the Company.
No single customer accounted for more than 1% of revenue in any of the years ended December 31, 2024 and 2023. For the year ended December 31, 2024, no advertising market or state represented more than 20% of revenue.
No single customer accounted for more than 1% of revenue in any of the years ended December 31, 2025 and 2024. For the year ended December 31, 2025, no advertising market or state represented more than 20% of revenue.
Overall In the year ended December 31, 2024, we generated approximately 83% of our net revenue from a broad array of local and regional advertisers in a number of industries, including automotive dealers, banking and mortgage service providers, furniture and home furnishings retailers, food and beverage service providers, healthcare service providers and media and telecommunications service providers.
Overall In the year ended December 31, 2025, we generated approximately 86% of our net revenue from a broad array of local and regional advertisers in a number of industries, including automotive dealers, banking and mortgage service providers, furniture and home furnishings retailers, food and beverage service providers, healthcare service providers and media and telecommunications service providers.
The success of each of our digital and radio properties depends largely upon our ability to attract audiences, to develop competitive products and solutions, and to price our products attractively relative to our local media competitors, as well as our ability to attract and retain sales, digital, content and leadership talent, and the overall demand for advertising within individual markets.
The success of each of our digital and radio properties depends largely upon our ability to attract audiences, to develop competitive products and solutions, and to price our products attractively relative to our local media competitors, to provide excellent customer service, as well as our ability to attract and retain sales, digital, content and leadership talent, and the overall demand for advertising within individual markets.
Despite the growth of alternative media choices, terrestrial radio has experienced negligible audience fragmentation over the past 50 years and remains a significant component of daily media exposure. According to Nielsen, terrestrial radio broadcasts reached over 80% of American adults ages 18+ each week as of December 2024.
Despite the growth of alternative media choices, terrestrial radio has experienced negligible audience fragmentation over the past 50 years and remains a significant component of daily media exposure. According to Nielsen, terrestrial radio broadcasts reached 80% of American adults ages 18+ each week as of March 2025.
The content management system that powers our content platforms was built in-house by our product and technology team. In addition, we have 44 million social media followers and our YouTube platform has generated 4.6 billion lifetime views. • Data Analytics and Management Platform.
The content management system that powers our content platforms was built in-house by our product and technology team. In addition, we have 45 million social media followers and our YouTube platform has generated 4.9 billion lifetime views. • Data Analytics and Management Platform.
The following table sets forth, as of March 11, 2025, the number of our owned and operated radio stations by market, excluding booster stations, FM translator stations, and stations operated under Local Marketing Agreements (“LMAs”) (also known as Time Brokerage Agreements or “TBAs”).
The following table sets forth, as of March 9, 2026, the number of our owned and operated radio stations by market, excluding booster stations, FM translator stations, and stations operated under Local Marketing Agreements (“LMAs”) (also known as Time Brokerage Agreements or “TBAs”).
In that situation, a radio station may not enter into a LMA that allows it to program more than 15.0% of the weekly content hours of another radio station that it could not own under the FCC’s multiple ownership rules.
In that situation, an individual or entity may not enter into a LMA that allows it to program more than 15.0% of the weekly content hours of another radio station that it could not own under the FCC’s multiple ownership rules.
Townsquare Interactive offers digital marketing solutions, on a subscription basis, to small and medium-sized businesses (“SMBs”) in markets outside the top 50 across the United States, including but importantly not limited to the markets in which we operate radio stations. Our Subscription Digital Marketing Solutions segment generated net revenue of $75.3 million in 2024 and $82.2 million in 2023.
Townsquare Interactive offers digital marketing solutions, on a subscription basis, to small and medium-sized businesses (“SMBs”) in markets outside the top 50 across the United States, including but importantly not limited to the markets in which we operate radio stations. Our Subscription Digital Marketing Solutions segment generated net revenue of $74.8 million in 2025 and $75.3 million in 2024.
We have our own organically developed, in-house demand-side trading desk that is integrated with more than 15 digital advertising buying platforms with access to all major advertising exchanges, mobile apps, and social media platforms, providing access to more than 250 billion impressions per day. This extensive access places us among the largest of the established in-house media trading desks.
We have our own organically developed, in-house demand-side trading desk that is integrated with more than 15 digital advertising buying platforms with access to all major advertising exchanges, mobile apps, and social media platforms. This extensive access places us among the largest of the established in-house media trading desks.
As of March 11, 2025, we owned and operated 344 radio stations in 74 local markets, importantly all outside the top 50 markets across the United States. Our radio assets are geographically diversified, which helps to mitigate potential regional economic volatility and inclement weather events.
As of March 9, 2026, we owned and operated 340 radio stations in 74 local markets, importantly all outside the top 50 markets across the United States. Our radio assets are geographically diversified, which helps to mitigate potential regional economic volatility and inclement weather events.
Our radio stations, local websites, and mobile apps also routinely support charity and community events through on-air and digital promotions to bolster fundraising activities and emergency relief efforts. As of December 31, 2024, we employed 2,049 full and part-time employees.
Our radio stations, local websites, and mobile apps also routinely support charity and community events through on-air and digital promotions to bolster fundraising activities and emergency relief efforts. As of December 31, 2025, we employed 1,804 full and part-time employees.
We believe that the increased interaction and engagement with consumers across our digital products and platforms in turn reinforces consumer loyalty and affinity toward our local radio brands. 1 Radio is a component of our business.
We believe that the increased interaction and engagement with consumers across our digital products and platforms in turn may help reinforce consumer loyalty and affinity toward our local radio brands. Radio is a component of our business.
A radio station that brokers more than 15.0% of the weekly content hours, or sells more than 15.0% of the weekly advertising time of another radio station in its market, will be considered to have an attributable ownership interest in that radio station for purposes of the FCC’s ownership rules.
A person or entity with an attributable interest in a radio station that brokers more than 15.0% of the weekly content hours, or that sells more than 15.0% of the weekly advertising time of another radio station in the same market, will generally be considered to have an attributable ownership interest in that radio station for purposes of the FCC’s ownership rules.
We believe the investment in our original content strategy has contributed to a larger and more engaged online audience that is spending more time-consuming content on our websites and mobile apps, and a stable radio audience, in terms of both number of listeners and, importantly, time spent listening.
We believe the investment in our original content strategy has contributed to a larger and more engaged online audience that spends time consuming content on our websites and mobile apps, and has helped maintain stable radio audience levels in terms of both number of listeners and time spent listening.
We generated Digital Advertising revenue of $158.6 million in 2024 and $150.3 million in 2023. • Digital Programmatic Advertising Platform. We offer precision customer targeting solutions to local, regional and national advertisers through our proprietary digital programmatic advertising platform.
We generated Digital Advertising revenue of $161.2 million in 2025 and $158.6 million in 2024. • Digital Programmatic Advertising Platform. We offer precision customer targeting solutions to local, regional and national advertisers through our proprietary digital programmatic advertising platform.
Our live events also generate revenue through the sale of sponsorships, food and other concessions, merchandise and other ancillary products and services. Our Other category revenue was $8.1 million in 2024 and $10.0 million in 2023.
Our live events also generate revenue through the sale of sponsorships, food and other concessions, merchandise and other ancillary products and services. Our Other category revenue was $8.0 million in 2025 and $7.2 million in 2024.
Through a series of acquisitions, we built our radio platform to 344 radio stations across 74 local markets. Since 2010, we have leveraged our radio platform to penetrate these local markets and organically build a full and comprehensive suite of digital advertising and marketing solutions that meet our customers’ needs to grow their business.
Since 2010, we have leveraged our radio platform to penetrate these local markets and organically build a full and comprehensive suite of digital advertising and marketing solutions that meet our customers’ needs to grow their business.
Our business enjoys strong cash flow generation owing to the relatively limited capital needs of our operations. During the year ended December 31, 2024, we recorded $17.4 million of capital expenditures, which represented 3.9% of net revenue during the same period.
Our business enjoys strong cash flow generation owing to the relatively limited capital needs of our operations. During the year ended December 31, 2025, we recorded $15.2 million of capital expenditures, which represented 3.6% of net revenue during the same period.
Transactions are subject to the HSR Act only if the acquisition price or fair market value of the radio stations to be acquired is above $126.4 million, effective February 21, 2025. Our acquisitions have not met this threshold.
Transactions are subject to the HSR Act only if the acquisition price or fair market value of the radio stations to be acquired is above $133.9 million, effective February 17, 2026. Our acquisitions have not met this threshold.
However, according to S&P Global Market Intelligence, radio advertising was approximately 4% of all advertising dollars spent in the United States in 2024, while digital advertising solutions contributed approximately 70%. According to S&P Global Market Intelligence, it is estimated that digital advertising will grow to represent approximately 80% of all advertising spend in 2029.
However, according to S&P Global Market Intelligence, radio advertising was approximately 4% of all advertising dollars spent in the United States in 2025, while digital advertising 1 solutions contributed approximately 74%. According to S&P Global Market Intelligence, it is estimated that digital advertising will grow to represent approximately 81% of all advertising spend in 2030.
Broadcast Advertising Our primary source of Broadcast Advertising net revenue is the sale of advertising on our local radio stations to local, regional and national spot advertisers, and national network advertisers. Our Broadcast Advertising segment revenue was $209.0 million in 2024 and $211.7 million in 2023.
Broadcast Advertising Our primary source of Broadcast Advertising net revenue is the sale of advertising on our local radio stations to local, regional and national spot advertisers, and national network advertisers. Our Broadcast Advertising segment revenue was $183.4 million in 2025 and $209.9 million in 2024.
Our Digital revenue, comprised of our Digital Advertising segment and our Subscription Digital Marketing Solutions segment, was $234.0 million in 2024 and $232.5 million in 2023, comprising 52% and 51% of our total net revenue, respectively.
Our Digital revenue, comprised of our Digital Advertising segment and our Subscription Digital Marketing Solutions segment, was $236.0 million in 2025 and $234.0 million in 2024, comprising 55% and 52% of our total net revenue, respectively.
In addition, a station cannot have a JSA with another station in the same market if the FCC’s ownership rules would otherwise prohibit common ownership of the radio stations. 14 Antitrust and Market Concentration Considerations Potential future acquisitions, to the extent they meet specified size thresholds, will be subject to applicable waiting periods and possible review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), by the Department of Justice (“DOJ”) or the Federal Trade Commission (“FTC”), either of whom can be required to evaluate a transaction to determine whether that transaction should be challenged under the federal antitrust laws.
Antitrust and Market Concentration Considerations Potential future acquisitions, to the extent they meet specified size thresholds, will be subject to applicable waiting periods and possible review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), by the Department of Justice (“DOJ”) or the Federal Trade Commission (“FTC”), either of whom can be required to evaluate a transaction to determine whether that transaction should be challenged under the federal antitrust laws.
The local media industry is an important medium for advertisers to reach local consumers and for consumers to engage with relevant local content and events. According to BIA, local advertising spending across all U.S. major media categories, excluding political, was forecasted to be $162 billion in 2024.
The local media industry is an important medium for advertisers to reach local consumers and for consumers to engage with relevant local content and events. According to BIA, local advertising spending across all U.S. major media categories was forecasted to be $171 billion in 2025. In 2026, BIA forecasts U.S. local advertising spending to increase 5.6% to $182 billion.
Our radio stations and local websites, together with our employees, play a vital role in the communities we serve. During weather and other emergencies, government officials rely on our radio stations to disseminate critical, occasionally life-saving, information.
Townsquare's mission is to enhance the communities we serve and use our influential voices to improve and support all members of those communities. Our radio stations and local websites, together with our employees, play a vital role in the communities we serve. During weather and other emergencies, government officials rely on our radio stations to disseminate critical, occasionally life-saving, information.
As of March 11, 2025, we own 80 radio stations formatted with Country content, 70 formatted with News/Talk/Sports content and 60 formatted with Rock content, representing approximately 23%, 20%, and 17% of our radio stations, respectively.
As of March 9, 2026, we own 79 radio stations formatted with Country content, 70 formatted with News/Talk/Sports content and 60 formatted with Rock content, representing approximately 23%, 21%, and 18% of our radio stations, respectively.
We also provide full-service design and creative services to assist clients in crafting the right marketing message and developing and building assets and creative for their campaign across the desired 2 platform (i.e., display, social, video, or audio).
We also provide full-service design and creative services to assist clients in crafting the right marketing message and developing and building assets and creative for their campaign across the desired platform (i.e., display, social, video, or audio). Our proprietary workflow, order management and reporting systems differentiate us 2 with the ability to execute all of this efficiently and at scale.
Several parties have filed appeals of the FCC’s decision in the 2018 proceeding which have been consolidated and remain pending before the 8th Circuit Court of Appeals. 13 Content and Operation The Communications Act requires broadcasters to serve the “public interest.” To satisfy that obligation, broadcasters are required by the Communications Laws to present content that is responsive to community problems, needs and interests and to maintain certain records demonstrating such responsiveness.
Content and Operation The Communications Act requires broadcasters to serve the “public interest.” To satisfy that obligation, broadcasters are required by the Communications Laws to present content that is responsive to community problems, needs and interests and to maintain certain records demonstrating such responsiveness.
Additionally, through our Media Partnerships division, we now white-label our digital programmatic advertising services on a contracted basis to certain third parties. • Owned and Operated Platform.
Additionally, through our Media Partnerships division, we white-label our digital programmatic advertising services on a contracted basis to certain third parties. • Owned and Operated Platform. We connect local, regional and national advertisers to consumers across our portfolio of over 400 hyper-local websites, 10 leading national music and entertainment websites and 380 hyper-local mobile apps.
In 2025, BIA forecasts U.S. local advertising, excluding political, spending to increase 5.5% to $171 billion. Our Transformation Townsquare was founded in 2010 with 60 radio stations in 13 markets with a vision of becoming the number one local media company in each of our markets.
Our Transformation Townsquare was founded in 2010 with 60 radio stations in 13 markets with a vision of becoming the number one local media company in each of our markets. Through a series of acquisitions, we built our radio platform to 340 radio stations across 74 local markets.
In the Report and Order, the FCC concluded that it would retain the majority of existing media ownership rules, making substantive changes only to the local television ownership rule.
In the Report and Order, the FCC decided to retain the local radio ownership rule and the dual network rule, making substantive changes only to the local television ownership rule. That decision was appealed to and largely upheld by the 8th Circuit Court of Appeals, except with respect to one provision applicable only to television stations.
In December 2018, the FCC initiated its 2018 review of the broadcast ownership rules (“2018 Notice”). The 2018 Notice sought comment on a number of matters, including the local radio ownership rule, the local television ownership rule, and the dual network rule, and several diversity proposals.
The FCC sought comment on the three remaining broadcast ownership rules (local radio ownership rule, local television ownership rule, and the dual network), without proposing specific changes or the elimination of specific rules. This 2022 proceeding remains pending.
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In 2024, we reached over 70 million unique visitors per month, on average, across our digital platform, 11 million listeners on a weekly basis across our radio platform, and 44 million social media followers across our local and national media brands.
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We drive successful outcomes on a localized level for targeted campaigns and with supply partners or walled gardens that have higher barriers to access.
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We connect local, regional and national advertisers to an audience of over 70 million unique visitors on average per month in 2024, across our portfolio of over 400 local websites (many of which are companion websites to our local radio stations), 10 leading national music and entertainment websites and 380 mobile apps.
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We have continually invested in our digital platform and team, including during the COVID-19 pandemic. In 2024, we launched our media partnership division within our Townsquare Ignite business, allowing us to white-label our digital programmable advertising service on a contracted basis to third parties.
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We have continually invested in our digital platform and team, including during the COVID-19 pandemic. In 2022, we opened a second location for Townsquare Interactive in Phoenix, AZ to further support growth in that subscription business by accessing a new geographic talent pool and better aligning our subscribers with support personnel in a similar time zone.
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The Communications Act requires the FCC to review its broadcast ownership rules every four years. At the end of 2023, the FCC adopted a Report and Order resolving its 2018 quadrennial review.
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We have work to do, but our goal is for everyone in the Company to be seen, heard and valued. We will accomplish this through increased awareness and empathy around the challenges faced by one another and by making diversity part of our culture and not just an initiative.
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In December 2022 (while the 2018 quadrennial review remained pending), the FCC issued a Public Notice announcing its 2022 quadrennial review and, in September 2025, it issued a Notice of Proposed Rulemaking in the proceeding.
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To this end, Townsquare has also instituted diversity trainings for newly hired employees as well as ongoing trainings during employment. Townsquare's mission is to enhance the communities we serve and use our influential voices to improve and support all members of those communities.
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In addition, the individual or entity cannot have a JSA with another station in the same market if the FCC’s ownership rules would otherwise prohibit common ownership of the radio stations.
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At the time, litigation was still pending concerning the FCC’s 2017 decision that concluded the FCC’s 2010 and 2014 ownership proceedings. In April 2021, the U.S. Supreme Court upheld the FCC’s 2017 decision to eliminate certain media ownership restrictions, including the ban on common ownership of newspapers and radio stations within the same market and the radio/television cross-ownership rule.
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On June 4, 2021, the FCC’s Media Bureau adopted an Order implementing these rule changes, which became effective June 30, 2021. While the 2018 proceeding remained pending, on December 22, 2022, the FCC’s Media Bureau issued a Public Notice (“2022 Notice”) announcing its 2022 broadcast ownership proceeding.
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The 2022 Notice did not propose any new rules or the elimination of any existing rules. It asked commenters whether the current rules need to be changed and to provide empirical evidence supporting such proposals.
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The 2022 Notice also asked for information regarding the media marketplace, including ongoing trends or developments, and how the rules impact minority and female ownership of broadcast stations. The comment period closed in October 2021, and the 2022 proceeding remains open. In December 2023, the FCC adopted a Report and Order resolving its 2018 proceeding.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe proposed legislation would add additional royalties to be paid, likely to Sound Exchange, for the benefit of record labels (or other sound recording copyright holders) and artists. If adopted, these royalties would increase the cost of music and other sound recordings. It is currently unknown what proposed legislation, if any, will become law.
Biggest changeIf adopted, these royalties would increase the cost of music and other sound recordings. It is currently unknown what proposed legislation, if any, will become law. However, if adopted, such additional royalties could have an adverse effect on our business, financial condition and results of operations.
We used the approximately $453 million of net proceeds from the Senior Secured Credit Facility (after giving effect to original issue discount, fees, expenses and the $10 million of the Revolving Credit Facility drawn at closing), together with cash on hand, to redeem the $467.4 million aggregate principal amount outstanding of the 6.875% senior secured notes due 2026.
We used the approximately $453 million of net proceeds from the Senior Secured Credit Facility (after giving effect to original issue discount, fees, expenses and the $10 million of the Revolving Credit Facility drawn at closing), together with cash on hand, to redeem $467.4 million aggregate principal amount outstanding of 6.875% senior secured notes due 2026.
For example, it could: • increase our vulnerability to adverse changes in general economic, industry and competitive conditions; • require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; 22 • restrict us from taking advantage of opportunities to grow our business; • make it more difficult to satisfy our financial obligations; • place us at a competitive disadvantage compared to our competitors that have less debt obligations; and • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, the execution of our own business strategy or other general corporate purposes on satisfactory terms or at all.
For example, it could: • increase our vulnerability to adverse changes in general economic, industry and competitive conditions; 22 • require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restrict us from taking advantage of opportunities to grow our business; • make it more difficult to satisfy our financial obligations; • place us at a competitive disadvantage compared to our competitors that have less debt obligations; and • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, the execution of our own business strategy or other general corporate purposes on satisfactory terms or at all.
We cannot assure you that the market price of our Class A common stock will not fluctuate significantly in response to a number of factors, many of which we cannot control, including those described under “Risks Related to Economic Conditions and Our Business” and the following: • our announcement of earnings or operational guidance or changes to such guidance; • changes in financial estimates by any securities analysts who follow our Class A common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our Class A common stock; • publications of research reports about us or the industries in which we compete, and downgrades by any securities analysts who follow our Class A common stock or such industries; • future sales or buybacks of our common stock by us, significant stockholders or our other affiliates; • market conditions or trends in our industry or the economy as a whole and, in particular, in the advertising sales environment; • investors’ perceptions of our prospects; 32 • announcements by us or our competitors of significant contracts, acquisitions, joint ventures or capital commitments; and • changes in key personnel.
We cannot assure you that the market price of our Class A common stock will not fluctuate significantly in response to a number of factors, many of which we cannot control, including those described under “Risks Related to Economic Conditions and Our Business” and the following: • our announcement of earnings or operational guidance or changes to such guidance; • changes in financial estimates by any securities analysts who follow our Class A common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our Class A common stock; • publications of research reports about us or the industries in which we compete, and downgrades by any securities analysts who follow our Class A common stock or such industries; • future sales or buybacks of our common stock by us, significant stockholders or our other affiliates; • market conditions or trends in our industry or the economy as a whole and, in particular, in the advertising sales environment; 32 • investors’ perceptions of our prospects; • announcements by us or our competitors of significant contracts, acquisitions, joint ventures or capital commitments; and • changes in key personnel.
Advances in computer capabilities, new discoveries in the field of cryptography or other events or developments may result in a compromise or breach of the algorithms that we use to protect sensitive customer transaction data. A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations.
Advances in computer capabilities, new discoveries in the field of cryptography or other events or developments may result in a compromise or breach of the algorithms that we use to protect sensitive customer transaction data. A party who is able to 28 circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations.
Increases in or new royalties could adversely impact our business, financial condition and results of operations. We pay royalties to song composers and publishers through four performing rights organizations (“PROs”). Royalties are currently paid to Broadcast Music, Inc. (“BMI”), the American Society of Composers, Authors and Publishers (“ASCAP”), SESAC, Inc. (“SESAC”) and Global Music Rights, Inc.
Increases in or new royalties could adversely impact our business, financial condition and results of operations. 21 We pay royalties to song composers and publishers through four performing rights organizations (“PROs”). Royalties are currently paid to Broadcast Music, Inc. (“BMI”), the American Society of Composers, Authors and Publishers (“ASCAP”), SESAC, Inc. (“SESAC”) and Global Music Rights, Inc.
The commercial success of content or a program also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, all of which are difficult to predict.
The commercial success of content or a program also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of 24 alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, all of which are difficult to predict.
On rare 29 occasions, the FCC has revoked licenses, not renewed them, or renewed them with significant qualifications, including renewals for less than a full term of eight years. In the last renewal cycle, the FCC granted all of the license renewal applications that were filed for our radio stations for full eight-year terms.
On rare occasions, the FCC has revoked licenses, not renewed them, or renewed them with significant qualifications, including renewals for less than a full term of eight years. In the last renewal cycle, the FCC granted all of the license renewal applications that were filed for our radio stations for full eight-year terms.
The FCC could also change its existing rules and policies to 30 reduce the number of radio stations that we would be permitted to acquire in some markets. For these and other reasons, there can be no assurance that the FCC will approve potential future acquisitions that we deem material to our business.
The FCC could also change its existing rules and policies to reduce the number of radio stations that we would be permitted to acquire in some markets. For these and other reasons, there can be no assurance that the FCC will approve potential future acquisitions that we deem material to our business.
Any determination to continue to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, 33 contractual restrictions, including agreements governing our indebtedness, any potential indebtedness we may incur, restrictions imposed by applicable law and other factors our board of directors deems relevant.
Any determination to continue to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual restrictions, including agreements governing our indebtedness, any potential indebtedness we may incur, restrictions imposed by applicable law and other factors our board of directors deems relevant.
As we continue to grow these lines of business and expand into new markets, we will also face new sources of competition, including, in certain of these markets, from companies with longer operating histories, established customer bases, greater brand recognition and more financial, technical, marketing, and related resources.
As we continue to grow these lines of business and expand into new markets, we will also face new sources of competition, 23 including, in certain of these markets, from companies with longer operating histories, established customer bases, greater brand recognition and more financial, technical, marketing, and related resources.
No network or system can ever be completely secure. Our failure to prevent 28 such security breaches and cyber-attacks could subject us to liability, adversely affect our results of operations and damage our reputation. Our engagement of third-party service providers increases our exposure to security and data privacy risks.
No network or system can ever be completely secure. Our failure to prevent such security breaches and cyber-attacks could subject us to liability, adversely affect our results of operations and damage our reputation. Our engagement of third-party service providers increases our exposure to security and data privacy risks.
Risks Related to Governmental Regulation and Legislation Our business depends upon licenses issued by the FCC, and if licenses are not renewed or we are out of compliance with FCC regulations and policies, our business could be materially impaired. The radio industry is subject to extensive regulation by the FCC under the Communications Act.
Risks Related to Governmental Regulation and Legislation Our business depends upon licenses issued by the FCC, and if licenses are not renewed or we are out of compliance with FCC regulations and policies, our business could be materially impaired. 29 The radio industry is subject to extensive regulation by the FCC under the Communications Act.
Decisions by advertisers and subscribers to delay, reduce or cancel their advertising, campaign, or subscription spending on our platforms based on changes in economic conditions could also slow our revenue growth or reduce our revenues, and SMBs, who generally have less resources than larger companies, may limit their spending.
Decisions by advertisers and subscribers to delay, reduce or cancel their advertising, or subscription spending on our platforms based on changes in economic conditions could also slow our revenue growth or reduce our revenues, and SMBs, who generally have less resources than larger companies, may limit their spending.
In addition, the FCC has in the past asserted the authority to review levels of local radio market 25 concentration as part of its acquisition approval process, even where proposed assignments would comply with the numerical limits on local radio station ownership in the FCC’s rules and the Communications Act.
In addition, the FCC has in the past asserted the authority to review levels of local radio market concentration as part of its acquisition approval process, even where proposed assignments would comply with the numerical limits on local radio station ownership in the FCC’s rules and the Communications Act.
In addition, there can be no assurance that our 23 digital technologies we use or develop will be adequate, or that we will be able to establish our proprietary right to the technologies we rely upon. The ability to grow Townsquare Interactive depends in large part on maintaining and expanding our subscriber base.
In addition, there can be no assurance that our digital technologies we use or develop will be adequate, or that we will be able to establish our proprietary right to the technologies we rely upon. The ability to grow Townsquare Interactive depends in large part on maintaining and expanding our subscriber base.
Ratings for broadcast radio stations and traffic or visitors to a particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives. 24 Poor ratings or traffic levels can lead to a reduction in pricing and advertising revenue.
Ratings for broadcast radio stations and traffic or visitors to a particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives. Poor ratings or traffic levels can lead to a reduction in pricing and advertising revenue.
Any failure or perceived failure by us to comply with our policies or applicable data protection and privacy laws and regulations could result in regulatory enforcement actions against us, proceedings by governmental entities, consumers or others (including our contractual third parties), and loss in brand value and reputation.
Any failure or perceived failure by us to comply with our policies or applicable data protection and privacy laws and regulations could result in regulatory enforcement actions against us, proceedings by governmental entities, consumers or others (including our contractual third parties), and loss in brand value and 31 reputation.
Although we do not currently expect such divestitures to be material to our financial position or results of operations, no assurances can be provided that we would not be required to divest additional radio stations in connection with obtaining such approval, or that any such required divestitures would not be material to our financial position or results of operations.
Although we do not currently expect such divestitures to be material to our 30 financial position or results of operations, no assurances can be provided that we would not be required to divest additional radio stations in connection with obtaining such approval, or that any such required divestitures would not be material to our financial position or results of operations.
If we experience additional material weaknesses in the future, our business may be harmed. 26 Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal control.
If we experience additional material weaknesses in the future, our business may be harmed. Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal control.
We previously paid a quarterly dividend of $0.075 per share starting in 2018, which was ceased in 2020 as a result of uncertainty created by the COVID-19 pandemic.
We previously 33 paid a quarterly dividend of $0.075 per share starting in 2018, which was ceased in 2020 as a result of uncertainty created by the COVID-19 pandemic.
In addition, should one or more new PROs establish that we use compositions to which they have the rights, the royalties we pay could increase. From time to time, Congress considers legislation that could require that radio broadcasters pay sound recording performance royalties to record labels, recording artists, and other copyright holders for over-the-air broadcasting.
In addition, should one or more new PRO establish that we use compositions to which they have the rights, the royalties we pay could increase. From time to time, Congress considers legislation that could require that radio broadcasters pay sound recording performance royalties to record labels, recording artists, and other copyright holders for over-the-air broadcasting.
We began paying quarterly cash dividends in 2023, although any future cash dividends will be at the discretion of our board of directors and other factors. You may not receive any return on investment unless you are able to sell your Class A common stock for a price greater than your purchase price.
We began paying quarterly cash dividends in 2023, however any future cash dividends will be at the discretion of our board of directors and other factors. You may not receive any return on investment unless you are able to sell your Class A common stock for a price greater than your purchase price.
On February 19, 2025 we entered into a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and collateral agent and the lenders and financial institutions party thereto, that contemplated a five-year $470 million senior secured term loan facility (the “Term Loan Facility”) and a five-year $20 million senior secured revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facility”).
On February 19, 2025 we entered into a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and collateral agent and the lenders and financial institutions party thereto, that provides for a five-year $470 million senior secured term loan facility (the “Term Loan Facility”) and a five-year $20 million senior secured revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facility”).
Various media technologies and services have been or are being developed or introduced, including: • satellite-delivered digital audio radio service, which resulted in subscriber-based satellite radio services with numerous niche formats; • audio content by cable systems, direct-broadcast satellite systems, personal communications systems, content available over the internet and other digital audio broadcast formats; • in-band on-channel digital radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; • Low-Power FM radio stations, which are non-commercial FM radio broadcast outlets, that serve small, localized areas; • applications that permit users to listen to programming on a time-delayed basis and to fast-forward through programming and/or advertisements (e.g., podcasts); • iPhone/iPad and similar mobile devices, gaming consoles, in-home entertainment and enhanced automotive platforms, voice activated smart speakers, and streaming internet services such as Netflix, Spotify, and Pandora, all of which provide access to audio and other entertainment content to consumers.
Various media technologies and services have been or are being developed or introduced, including: • satellite-delivered digital audio radio service, which resulted in subscriber-based satellite radio services with numerous niche formats; • audio content by cable systems, direct-broadcast satellite systems, personal communications systems, content available over the internet and other digital audio broadcast formats; • in-band on-channel digital radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; • Low-Power FM radio stations, which are non-commercial FM radio broadcast outlets, that serve small, localized areas; • applications that permit users to listen to programming on a time-delayed basis and to fast-forward through programming and/or advertisements (e.g., podcasts); • iPhone/iPad and similar mobile devices, gaming consoles, in-home entertainment and enhanced automotive platforms, voice activated smart speakers, and streaming internet services such as Netflix, Spotify, and Pandora, all of which provide access to audio and other entertainment content to consumers. 20 In addition, some automobile manufacturers have removed AM radio functionality from their vehicles.
If actual market conditions and operational performance underlying the intangible assets were to deteriorate, or if facts and circumstances change that would more likely than not reduce the estimated fair value of the FCC licenses or goodwill below their adjusted carrying amounts, the Company may be required to recognize additional non-cash impairment charges in future periods, which could have a material impact on the Company’s business, financial condition and results of operations. 27 Refer to Note 5, Goodwill and Other Intangible Assets, Net for additional information.
If actual market 27 conditions and operational performance underlying the intangible assets were to deteriorate, or if facts and circumstances change that would more likely than not reduce the estimated fair value of the FCC licenses or goodwill below their adjusted carrying amounts, the Company may be required to recognize additional non-cash impairment charges in future periods, which could have a material impact on the Company’s business, financial condition and results of operations.
Through these and other proceedings, it is possible that our royalty rates associated with obtaining rights to use compositions and sound recordings in our programming content could increase as a result of private negotiations, regulatory rate-setting processes, or administrative and court decisions.
It is possible that our royalty rates associated with obtaining rights to use compositions and sound recordings in our programming content could increase as a result of private negotiations, regulatory rate-setting processes, or administrative and court decisions.
On March 6, 2023, the board of directors approved a quarterly dividend of $0.1875 per share for holders of record as of March 27, 2023. On February 28, 2024, the board of directors increased the quarterly dividend to $0.1975 per share.
On March 6, 2023, the board of directors approved a quarterly dividend of $0.1875 per share for holders of record as of March 27, 2023. On February 28, 2024, the board of directors increased the quarterly dividend to $0.1975 per share. On March 13, 2025, the board of directors increased the quarterly dividend to $0.20 per share.
Furthermore, until we fix issues that arise or third-party services resume when applicable, the inability to originate or distribute content could have a material adverse effect on our business, financial condition and results of operations.
Furthermore, until we fix issues that arise or third-party services resume when applicable, the inability to originate or distribute content could have a material adverse effect on our business, financial condition and results of operations. We are dependent on key personnel.
Approximately 3.0% and 0.6% of our net revenue for the years ended December 31, 2024 and 2023, respectively, consisted of political advertising revenue. Political advertising revenue from elections, which is generally greater in even-numbered years and especially the years in which the U.S. President is elected, has the potential to create fluctuations in our operating results on a year-to-year basis.
Approximately 1% and 3% of our net revenue for the years ended December 31, 2025 and 2024, respectively, consisted of political advertising revenue. Political advertising revenue from elections, which is generally greater in even-numbered years and especially the years in which the U.S. President is elected, has the potential to create fluctuations in our operating results on a year-to-year basis.
We are dependent on key personnel. 20 The leadership, skills and experience of our senior management team are critical to our operations, and the loss of one or more members of our senior management team could have a material adverse effect on our business, financial condition and results of operations, including impairing our ability to execute and evolve our business strategy.
The leadership, skills and experience of our senior management team are critical to our operations, and the loss of one or more members of our senior management team could have a material adverse effect on our business, financial condition and results of operations, including impairing our ability to execute and evolve our business strategy.
As of December 31, 2024, our FCC licenses and goodwill comprised approximately 25.9% and 26.3% of our consolidated total assets, respectively. The valuation of intangible assets is subjective and based on estimates rather than precise calculations. If actual future results are not consistent with the assumptions and estimates used, we may be exposed to impairment charges in the future.
As of December 31, 2025, our FCC licenses and goodwill comprised approximately 27.8% and 27.9% of our consolidated total assets, respectively. The valuation of intangible assets is subjective and based on estimates rather than precise calculations. If actual future results are not consistent with the assumptions and estimates used, we may be exposed to impairment charges in the future.
(“GMR”), for the performance of musical compositions on our radio stations and websites. We also pay royalties to SoundExchange for digital public performance of sound recordings in connection with the streaming of music. Royalty rates are subject to periodic 21 adjustment and proceedings are currently underway in which certain PROs and SoundExchange are seeking increased royalties.
(“GMR”), for the performance of musical compositions on our radio stations and websites. We also pay royalties to SoundExchange for digital public performance of sound recordings in connection with the streaming of music. Royalty rates are subject to periodic adjustment and increased royalties.
Such results could possibly require us to incur costs defending against proceedings or paying regulatory fines or penalties and responding to such outcomes could consume considerable management focus and internal resources, decrease demand for our services, or increase the costs of, or otherwise limit, our ability to do business. 31 New or changing privacy legislation or regulation could hinder the growth of our digital properties.
Such results could possibly require us to incur costs defending against proceedings or paying regulatory fines or penalties and responding to such outcomes could consume considerable management focus and internal resources, decrease demand for our services, or increase the costs of, or otherwise limit, our ability to do business.
A variety of federal and state laws govern the collection, use, retention, sharing and security of consumer data that our digital properties use to operate certain services and to deliver certain advertisements to its customers, as well as the technologies used to collect such data.
New or changing privacy legislation or regulation could hinder the growth of our digital properties. A variety of federal and state laws govern the collection, use, retention, sharing and security of consumer data that our digital properties use to operate certain services and to deliver certain advertisements to its customers, as well as the technologies used to collect such data.
In addition, some automobile manufacturers have removed AM radio functionality from their vehicles. Although Congress is considering legislation to maintain AM radio in vehicles, we cannot predict whether these legislative efforts will be successful, or their impact on our business.
Although Congress is considering legislation to maintain AM radio in vehicles, we cannot predict whether these legislative efforts will be successful, or their impact on our business.
Risks Related to Technology New technologies could block our digital ads, and new restrictions on third-party cookies could harm our digital advertising business. Technologies have been developed that can block the display of our ads and that provide tools to users to opt out of advertising products.
Refer to Note 5, Goodwill and Other Intangible Assets, Net for additional information. Risks Related to Technology New technologies could block our digital ads, and new restrictions on third-party cookies could harm our digital advertising business. Technologies have been developed that can block the display of our ads and that provide tools to users to opt out of advertising products.
If our competitors’ products, services or platforms become more accepted than our solutions, or if our competitors are able to respond more quickly and effectively to new or changing opportunities, technologies, or customer requirements, or if their products or services are more technologically capable than ours, it may have a material adverse effect on our business, results of operations, and financial condition.
If our competitors’ products, services or platforms become more accepted than our solutions, or if our competitors are able to respond more quickly and effectively to new or changing opportunities, technologies, or customer requirements, or if their products or services are more technologically capable than ours, it may have a material adverse effect on our business, results of operations, and financial condition. 19 Our business, financial condition and results of operations may be adversely affected if we are unable to acquire certain broadcast rights or our broadcast rights contracts are not renewed on sufficiently favorable terms.
The popularity of news aggregation websites, customized news feeds (often free to users), and AI driven content, may reduce our traffic levels by creating a disincentive for the audience to visit our websites or use our mobile applications.
The popularity of Artificial Intelligence (“AI”) driven news aggregation websites, customized news feeds 18 (often free to users), and AI driven content, including Chat GPT, Perplexity, and Google’s Gemini, has and may continue to reduce our traffic levels by creating a disincentive for the audience to visit our websites or use our mobile applications.
We are currently developing several artificial intelligence (“AI”) initiatives, both internally and with external partners. Our efforts to develop, acquire or integrate these technologies involve time, costs, and other resources.
Artificial intelligence presents new risks and challenges to our business. We continue to develop and implement several AI initiatives, both internally and with external partners. Our efforts to develop, acquire or integrate these technologies involve time, costs, and other resources.
The antitrust regulatory requirements include: • filings with the DOJ and the FTC under the HSR Act, where applicable; • expiration or termination of any applicable waiting period under the HSR Act; and • possible review by the DOJ or the FTC of antitrust issues under the HSR Act or otherwise.
The antitrust regulatory requirements include: • filings with the DOJ and the FTC under the HSR Act, where applicable; • expiration or termination of any applicable waiting period under the HSR Act; and • possible review by the DOJ or the FTC of antitrust issues under the HSR Act or otherwise. 25 Completion of any acquisition may be approved by regulatory authorities subject to our compliance with certain conditions.
For example, we had political advertising revenue of $13.4 million and $2.9 million, during 2024 and 2023, respectively. In addition, political advertising revenue is dependent on the level of political ad spend and competitiveness of local, state and national elections within each local market. If we are unable to retain our digital audience, our business may be adversely affected.
For example, we had political advertising revenue of $2.2 million and $13.4 million, during 2025 and 2024, respectively. In addition, political advertising revenue is dependent on the level of political ad spend and competitiveness of local, state and national elections within each local market.
Completion of any acquisition may be approved by regulatory authorities subject to our compliance with certain conditions. These conditions may be onerous, and may include the requirement that we divest certain assets, which may include radio stations we already own or we propose to acquire.
These conditions may be onerous, and may include the requirement that we divest certain assets, which may include radio stations we already own or we propose to acquire.
The impact of economic slowdowns on our business is difficult to predict, but they may result in reductions in ticket sales, sponsorships and our ability to generate revenue from our live events business. 18 Our business, financial condition and results of operations may be adversely affected if we are unable to acquire certain broadcast rights or our broadcast rights contracts are not renewed on sufficiently favorable terms.
The impact of economic slowdowns on our business is difficult to predict, but they may result in reductions in ticket sales, sponsorships and our ability to generate revenue from our live events business. If we are unable to retain our digital audience, our business may be adversely affected.
That proposed legislation has been the subject of considerable debate and activity by the radio broadcast industry and other parties that could be affected. We cannot predict whether any proposed legislation will become law.
That proposed legislation has been the subject of considerable debate and activity by the radio broadcast industry and other parties that could be affected. We cannot predict whether any proposed legislation will become law. The proposed legislation would add additional royalties to be paid for the benefit of record labels (or other sound recording copyright holders) and artists.
We may not be able to create sufficient advertiser interest in our digital properties or to maintain or increase the advertising rates of the inventory on our digital properties.
We may not be able to create sufficient advertiser interest in our digital properties or to maintain or increase the advertising rates of the inventory on our digital properties. Even if we maintain traffic levels, the market position of our brands may not be enough to counteract a significant downward pressure on advertising rates.
The radio broadcasting and digital advertising industries are subject to technological change, evolving industry standards and the emergence of new media technologies and trends. We may not have the resources to acquire new technologies or to introduce new services that could compete with these new technologies and may allow us to adapt to new trends.
We may not have the resources to acquire new technologies or to introduce new services that could compete with these new technologies and may allow us to adapt to new trends.
In addition, we cannot be certain that we will be able to successfully integrate any recent or future acquisitions or manage the resulting business effectively, or that any acquisition or disposition will achieve the benefits that we anticipate.
In addition, we cannot be certain that we will be able to successfully integrate any recent or future acquisitions or manage the resulting business effectively, or that any acquisition or disposition will achieve the benefits that we anticipate. 26 Risks Related to Our Financial Reporting and Accounting We have remediated several material weaknesses in our internal control over financial reporting in prior years.
The costs of compliance, and other burdens imposed by CCPA and other privacy laws could have an adverse impact on our business, results of operations and financial condition.
The costs of compliance and other burdens imposed by CCPA and other privacy laws could have an adverse impact on our business, results of operations and financial condition. We rely on third parties to provide the technologies necessary to deliver content, advertising and services, and adverse changes to these arrangements could harm our business.
Any change to the consent decrees could lead to the increase of our royalty rates associated with obtaining rights to use musical compositions and sound recordings in our programming content.
The DOJ, from time to time, considers whether to reform or terminate the long-standing antitrust consent decrees that govern music licensing by ASCAP and BMI. Any change to the consent decrees could lead to the increase of our royalty rates associated with obtaining rights to use musical compositions and sound recordings in our programming content.
We rely on third parties to provide the technologies necessary to deliver content, advertising and services to our audience, and any change in the licensing terms, costs, availability, or acceptance of these formats and technologies could adversely affect our business. We rely on third parties to provide the technologies that we use to deliver content, advertising, and services.
Our success depends on the continued availability and evolution of technologies provided by third parties to deliver content, advertising and services. Changes to licensing terms, technology costs, or the availability of these formats could adversely affect our business.
Risks Related to Economic Conditions and Our Business Macroeconomic factors such as inflation, rising interest rates, and changes in the economy have had, and may continue to have a material adverse effect on our business. A substantial majority of our net revenue is generated from the sale of local, regional and national advertising on our digital properties and radio stations.
Risks Related to Economic Conditions and Our Business Macroeconomic factors such as high and sustained inflation and interest rates, enacted and proposed tariffs and changes in the economy have had, and may continue to have a material adverse effect on our business.
As of December 31, 2024, we had $465.8 million of outstanding indebtedness, net of deferred financing costs of $1.7 million, with a 2025 cash interest expense requirement of approximately $16.1 million.
As of December 31, 2025, we had $433.0 million of outstanding indebtedness, net of unamortized discount and deferred financing costs of $24.4 million, with annual 2026 cash interest expense requirement of approximately $40 million.
In addition, our target clients for our digital marketing solutions business are SMBs.
A substantial majority of our net revenue is generated from the sale of local, regional and national advertising on our digital properties and radio stations. In addition, our target clients for our digital marketing solutions business are SMBs.
Even if we maintain traffic levels, the market position of our brands may not be enough to counteract a significant downward pressure on advertising rates. 19 To remain competitive, we must respond to changes in technology, services and standards that characterize our industry.
To remain competitive, we must respond to changes in technology, services and standards that characterize our industry. The radio broadcasting and digital advertising industries are subject to technological change, evolving industry standards and the emergence of new media technologies and trends.
Removed
In addition, the FTC has adopted rules that, would ban most post-termination non-compete clauses and require employers to rescind existing ones. Those rules are stayed pending judicial review, but if upheld, these new rules could have a material adverse impact on our ability to retain key personnel. Artificial intelligence presents new risks and challenges to our business.
Added
Additionally, tariffs or other trade restrictions affecting imported broadcasting equipment, servers, computer hardware, or other technology infrastructure could significantly increase our capital expenditure requirements or limit our access to critical equipment, which could adversely affect our operations.
Removed
However, if adopted, such additional royalties could have an adverse effect on our business, financial condition and results of operations. The DOJ, from time to time, considers whether to reform or terminate the long-standing antitrust consent decrees that govern music licensing by ASCAP and BMI.
Added
In addition in April 2024, the FTC adopted rules to ban most post-termination non-compete clauses and require employers to rescind existing ones. Those rules were appealed by several parties and ultimately never went into effect. As a result, there is no FTC rule banning non-compete clauses.
Removed
Risks Related to Our Financial Reporting and Accounting We have remediated several material weaknesses in our internal control over financial reporting in prior years.
Added
However, the FTC has signaled such clauses are disfavored and is pursuing them via other authority in some cases. To the extent these clauses are an enforcement priority for the FTC, it could have a material adverse impact on our ability to retain key personnel.
Removed
There can be no assurance that these providers will continue to license their technologies or intellectual property to us on reasonable terms, or at all. Providers may change the fees they charge users or otherwise change their business model in a manner that slows the widespread acceptance of their technologies.
Added
We the Senior Secured Credit Facility requires fixed quarterly repayments of the initial principal amount, which commenced on June 30, 2025, with the remaining balance payable upon maturity.
Removed
In order for our services to be successful, there must be a large base of users of the technologies necessary to deliver our content, advertising and services.
Added
In addition, although we rely on widespread adoption of these technologies to reach audiences effectively, factors beyond our control, including changes in providers’ business models or fees, may limit user acceptance, reduce the performance of our digital platforms, or increase our costs, any of which could harm our business.
Removed
We have limited or no control over the availability or acceptance of those technologies, and any change in the licensing terms, costs, availability, or user acceptance of these technologies could adversely affect our business.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe do not anticipate any difficulties in renewing any facility leases or in leasing alternative or additional space, if required. We own or lease substantially all of our other equipment, consisting principally of transmitting antennae, transmitters, studio equipment, certain live event production equipment and general office equipment. Where we do not own necessary equipment, we lease that equipment.
Biggest changeWe own or lease substantially all of our other equipment, consisting principally of transmitting antennae, transmitters, studio equipment, 34 certain live event production equipment and general office equipment. Where we do not own necessary equipment, we lease that equipment. In some cases, we lease the equipment in addition to our owned equipment.
Item 2. Properties The types of properties required to support our business include offices, radio station studios as well as transmitter and tower sites. In each of our markets our radio station studios and offices are generally co-located. Transmitter and tower sites are also generally co-located.
Item 2. Properties The types of properties required to support our business include offices, radio station studios, transmitter and tower sites. In each of our markets our radio station studios and offices are generally co-located. Transmitter and tower sites are also generally co-located.
The location of our towers is generally chosen so as to provide optimal signal coverage, within the confines of FCC broadcast rules. As of December 31, 2024, we owned 52 facilities containing broadcast studios and 278 towers in our 74 markets. Where we do not own studios or towers, we lease these facilities.
The location of our towers is generally chosen so as to provide optimal signal coverage, within the confines of FCC broadcast rules. As of December 31, 2025, we owned 51 facilities containing broadcast studios and 273 towers in our 74 markets. Where we do not own studios or towers, we lease these facilities.
In some cases, we lease the equipment in addition to our owned equipment. 34 We believe that our properties are generally in good condition and suitable for our operations; however, we continually look for opportunities to upgrade our operations, and continuously evaluate how to optimize our capital allocation as it relates to our properties.
We believe that our properties are generally in good condition and suitable for our operations; however, we continually look for opportunities to upgrade our operations, and continuously evaluate how to optimize our capital allocation as it relates to our properties.
In addition, we lease various office facilities across the U.S. for our corporate, digital marketing solutions, and e-commerce operations, including a space in Purchase, New York for our principal corporate office. We also lease venues to host our live events from time to time.
In addition, we lease various office facilities across the U.S. for our corporate, digital marketing solutions, and e-commerce operations, including a space in Purchase, New York for our principal corporate office. We also lease venues to host our live events from time to time. We believe we can renew our facility leases or lease alternative or additional space if required.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, we do not believe that the ultimate resolution of these matters will have a material adverse effect on our financial position or results of operations. Item 4. Mine Safety Disclosures Not applicable. 35 PART II
Biggest changeHowever, we do not believe that the ultimate resolution of these matters will have a material adverse effect on our financial position or results of operations.
Item 3. Legal Proceedings There is no current material pending litigation to which we are a party and no material legal proceedings were terminated, settled or otherwise resolved during the fourth quarter of the year ended December 31, 2024.
Item 3. Legal Proceedings There is no current material pending litigation to which we are a party and no material legal proceedings were terminated, settled or otherwise resolved during the fourth quarter of the year ended December 31, 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn February of 2024, the board of directors approved a quarterly dividend of $0.1975 per share and subsequently paid equivalent dividends in the second, third and fourth quarters of 2024, and the first quarter of 2025. Each quarterly dividend payment was approximately $3 million in the aggregate.
Biggest changeIn February of 2024, the board of directors approved a quarterly dividend of $0.1975 per share and on March 13, 2025, the board of directors increased the quarterly dividend to $0.20 per share. The Company declared and subsequently paid equivalent dividends in the second, third and fourth quarters of 2025, and the first quarter of 2026.
Holders On March 11, 2025, the Company had 121 Class A common stockholders of record, 5 Class B common stockholders of record and 1 Class C common stockholder of record. A substantially greater number of holders are beneficial owners whose shares are held of record by banks, brokers and other financial institutions.
Holders On March 9, 2026, the Company had 118 Class A common stockholders of record, 5 Class B common stockholders of record, and 1 Class C common stockholder of record. A substantially greater number of holders are beneficial owners whose shares are held of record by banks, brokers and other financial institutions.
On March 13, 2025, the board of directors approved a quarterly dividend of $0.20 per share. The dividend will be paid to holders of record as of April 17, 2025 on May 1, 2025.
Each quarterly dividend payment was approximately $3 million in the aggregate. On March 4, 2026, the board of directors approved a quarterly dividend of $0.20 per share. The dividend will be paid to holders of record as of April 27, 2026 on May 4, 2026.
Securities Authorized for Issuance under Equity Compensation Plans For information on securities authorized for issuance under the Company’s equity compensation plan, see "Item 12 - Security Ownership of Certain Beneficial Owners and Related Stockholder Matters ." Item 6. [Reserved] 36
We did not purchase any shares of our common stock in the open market pursuant to a repurchase program. Securities Authorized for Issuance under Equity Compensation Plans For information on securities authorized for issuance under the Company’s equity compensation plan, see "Item 12 - Security Ownership of Certain Beneficial Owners and Related Stockholder Matters ."
Removed
Recent Sale of Unregistered Securities None. Issuer Purchase of Equity Securities There were no repurchases of our common stock during the quarter ended December 31, 2024.
Added
Issuer Purchase of Equity Securities The following table provides certain information with respect to the Company's purchases of its common shares during the three months ended December 31, 2025: 36 Period Total Number of Shares Purchased (1) Average Price Paid per Share Approximate dollar value of shares that may yet be purchased under the plan (in thousands) October 1, 2025 through October 31, 2025 3,891 $ 6.38 $ — November 1, 2025 through November 30, 2025 3,319 $ 6.38 $ — December 1, 2025 through December 31, 2025 — $ — $ — Total 7,210 $ 6.38 $ — (1) A total of 7,210 shares were transferred to us from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock during the period.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOur Subscription Digital Marketing Solutions segment reported operating income of $18.4 million, a decrease of $2.9 million from 2023, due to the $6.9 million decrease in net revenue, partially offset by a $5.0 million decrease in direct operating expenses. 39 Consolidated Results of Operations Year ended December 31, 2024 compared to year ended December 31, 2023 The following table summarizes our historical consolidated results of operations: ($ in thousands) Year Ended December 31, Statement of Operations Data: 2024 2023 $ Change % Change Net revenue $ 450,982 $ 454,231 $ (3,249) (0.7) % Operating costs and expenses: Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 326,782 329,197 (2,415) (0.7) % Depreciation and amortization 19,667 19,200 467 2.4 % Corporate expenses 23,815 25,023 (1,208) (4.8) % Stock-based compensation 17,171 8,033 9,138 113.8 % Transaction and business realignment costs 4,905 1,169 3,736 319.6 % Impairment of intangible assets, investments, goodwill, and long-lived assets 37,714 90,578 (52,864) (58.4) % Net (gain) loss on sale and retirement of assets (765) 170 (935) ** Total operating costs and expenses 429,289 473,370 (44,081) (9.3) % Operating income (loss) 21,693 (19,139) 40,832 ** Other expense (income): Interest expense, net 36,226 37,249 (1,023) (2.7) % Loss (gain) on repurchases of debt 46 (1,249) 1,295 ** Other income, net (4,958) (5,975) 1,017 (17.0) % Loss from operations before tax (9,621) (49,164) 39,543 (80.4) % Income tax provision (benefit) 1,307 (6,142) 7,449 ** Net loss $ (10,928) $ (43,022) $ 32,094 (74.6) % The following table presents the Company's reportable segment net revenue, direct operating expenses, and profit for each of the years ended December 31, 2024 and 2023, respectively (in thousands): Net Revenue Direct Operating Expenses Segment Profit For the Year Ended December 31, $ % For the Year Ended December 31, $ % For the Year Ended December 31, $ % 2024 2023 Change Change 2024 2023 Change Change 2024 2023 Change Change Digital Advertising $ 158,615 $ 150,276 $ 8,339 5.5 % $ 117,916 $ 104,381 $ 13,535 13.0 % $ 40,699 $ 45,895 $ (5,196) (11.3) % Subscription Digital Marketing Solutions 75,343 82,220 (6,877) (8.4) % 53,930 58,973 (5,043) (8.6) % 21,413 23,247 (1,834) (7.9) % Broadcast Advertising 208,964 211,725 (2,761) (1.3) % 147,136 156,056 (8,920) (5.7) % 61,828 55,669 6,159 11.1 % Other 8,060 10,010 (1,950) (19.5) % 7,800 9,787 (1,987) (20.3) % 260 223 37 16.6 % Total $ 450,982 $ 454,231 $ (3,249) (0.7) % $ 326,782 $ 329,197 $ (2,415) (0.7) % $ 124,200 $ 125,034 $ (834) (0.7) % Net Revenue Net revenue for the year ended December 31, 2024 decreased by $3.2 million, or 0.7%, as compared to the same period in 2023.
Biggest changeOur Subscription Digital Marketing Solutions segment reported operating income of $22.6 million, an increase of $4.6 million from 2024, primarily due to a $4.2 million decrease in direct operating expenses. 41 Consolidated Results of Operations Year ended December 31, 2025 compared to year ended December 31, 2024 The following table summarizes our historical consolidated results of operations: ($ in thousands) Year Ended December 31, Statement of Operations Data: 2025 2024 $ Change % Change Net revenue $ 427,380 $ 450,982 $ (23,602) (5.2) % Operating costs and expenses: Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 318,276 326,782 (8,506) (2.6) % Depreciation and amortization 18,408 19,667 (1,259) (6.4) % Corporate expenses 20,997 23,815 (2,818) (11.8) % Stock-based compensation 13,776 17,171 (3,395) (19.8) % Transaction and business realignment costs 11,650 4,905 6,745 137.5 % Impairment of intangible assets, goodwill, investments, and long-lived assets 8,911 37,714 (28,803) (76.4) % Net gain on sales and retirement of assets (8,839) (765) (8,074) ** Total operating costs and expenses 383,179 429,289 (46,110) (10.7) % Operating income 44,201 21,693 22,508 103.8 % Other expense (income): Interest expense, net 47,924 36,226 11,698 32.3 % Loss on extinguishment, repayments and repurchases of debt 1,205 46 1,159 ** Other expense (income), net 94 (4,958) 5,052 ** Loss from operations before tax (5,022) (9,621) 4,599 (47.8) % Income tax provision 4,728 1,307 3,421 261.7 % Net loss $ (9,750) $ (10,928) $ 1,178 (10.8) % The following table presents the Company's reportable segment net revenue, direct operating expenses, and profit for each of the years ended December 31, 2025 and 2024, respectively (in thousands): Net Revenue Direct Operating Expenses Segment Profit (Loss) For the Year Ended December 31, For the Year Ended December 31, For the Year Ended December 31, 2025 2024 $ Change % Change 2025 2024 $ Change % Change 2025 2024 $ Change % Change Digital Advertising $161,176 $158,615 $2,561 1.6% $125,232 $117,916 $7,316 6.2% $35,944 $40,699 $(4,755) (11.7)% Subscription Digital Marketing Solutions 74,843 75,343 (500) (0.7)% 49,705 53,930 (4,225) (7.8)% 25,138 21,413 3,725 17.4% Broadcast Advertising 183,357 209,867 (26,510) (12.6)% 135,261 147,136 (11,875) (8.1)% 48,096 62,731 (14,635) (23.3)% Other 8,004 7,157 847 11.8% 8,078 7,800 278 3.6% (74) (643) 569 (88.5)% Total $427,380 $450,982 $(23,602) (5.2)% $318,276 $326,782 $(8,506) (2.6)% $109,104 $124,200 $(15,096) (12.2)% Net Revenue Net revenue for the year ended December 31, 2025 decreased by $23.6 million, or 5.2%, as compared to the same period in 2024.
Indefinite-lived intangible assets 46 We test for impairment of our indefinite-lived intangible assets on an annual basis, as of December 31st, or when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The most significant intangible asset we have is our FCC licenses, which have been deemed to have an indefinite life.
Indefinite-lived intangible assets We test for impairment of our indefinite-lived intangible assets on an annual basis, as of December 31st, or when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The most significant intangible asset we have is our FCC licenses, which have been deemed to have an indefinite life.
In the event broadcast revenue experiences actual or 41 anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material.
In the event broadcast revenue experiences actual or anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material.
New Accounting Standards and Accounting Changes For a discussion of accounting standards updates that have been adopted or will be adopted in the future, please refer to Note 2, Summary of Significant Accounting Policies , of the Notes to Consolidated Financial Statements. Item 7A.
New Accounting Standards and Accounting Changes 50 For a discussion of accounting standards updates that have been adopted or will be adopted in the future, please refer to Note 2, Summary of Significant Accounting Policies , of the Notes to Consolidated Financial Statements. Item 7A.
However, our ability to fund our working capital needs, debt payments, dividend payments, other obligations, capital expenditures, and to comply with financial covenants under our debt agreements, depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions, increases or decreases in advertising spending, changes in the highly competitive industry in which we operate, which may be rapid, and other factors, many of which are beyond our control.
However, our ability to fund our working 47 capital needs, interest payments, debt payments, dividend payments, other obligations, capital expenditures, and to comply with financial covenants under our debt agreements, depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions, increases or decreases in advertising spending, changes in the highly competitive industry in which we operate, which may be rapid, and other factors, many of which are beyond our control.
We endeavor to develop strong audience loyalty and believe that the original, 37 local content on our websites, and the employment of local personalities on our radio stations contribute to our ability to retain and grow our audience.
We endeavor to develop strong audience loyalty and believe that the original, 38 local content on our websites, and the employment of local personalities on our radio stations contribute to our ability to retain and grow our audience.
These variable expenses primarily relate to sales costs, such as commissions and inventory costs, as well as certain programming costs, such as music license fees, and certain costs related to production. Marketing and promotions expenses are discretionary and are primarily incurred in an effort to maintain and/or increase our audience share.
A portion of our expenses are variable. These variable expenses primarily relate to sales costs, such as commissions and inventory costs, as well as certain programming costs, such as music license fees, and certain costs related to production. Marketing and promotions expenses are discretionary and are primarily incurred in an effort to maintain and/or increase our audience share.
For further discussion, see Note 5, Goodwill and Other Intangible Assets, Net in the Notes to Consolidated Financial Statements. During the year ended December 31, 2024, the Company recorded total impairment charges of $2.0 million related to certain of its equity securities, which are measured at cost minus impairment.
For further discussion, see Note 5, Goodwill and Other Intangible Assets, Net in the Notes to Consolidated Financial Statements. During the year ended December 31, 2024, the Company recorded an impairment charge of $2.0 million related to certain of its equity securities, which are measured at cost minus impairment.
For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital assumption for each of our reporting units would cause the estimated fair values of our National Digital, Townsquare Ignite, Analytical Service and Townsquare Interactive reporting units to decline, resulting in a decrease in the fair value in excess of their respective carrying values by approximately 4%, 6%, 8%, and 8%, respectively.
For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital assumption for each of our reporting units would cause the estimated fair values of our National Digital, Townsquare Ignite and Townsquare Interactive reporting units to decline, resulting in a decrease in the fair value in excess of their respective carrying values by approximately 3%, 4%, and 4%, respectively.
Advertising revenue is highly correlated to changes in gross domestic product (“GDP”) as dollars spent on advertising has historically trended in line with, and in our experience often lags, changes in GDP. According to the U.S. Department of Commerce estimate as of February 27, 2025, U.S. GDP increased 2.8% for the year ended December 31, 2024.
Advertising revenue is highly correlated to changes in gross domestic product (“GDP”) as dollars spent on advertising has historically trended in line with, and in our experience often lags, changes in GDP. According to the U.S. Department of Commerce estimate as of February 20, 2026, U.S. GDP increased 2.2% for the year ended December 31, 2025.
For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment performed as of December 31, 2024 would have caused the estimated fair values of our FCC licenses to decrease by $21.1 million which would have resulted in an additional impairment charge of $1.2 million.
For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment performed as of December 31, 2025 would have caused the estimated fair values of our FCC licenses to decrease by $26.1 million which would have resulted in an additional impairment charge of $3.1 million.
We strive to control these expenses by closely monitoring and managing each of our local markets and through efficiencies gained from the centralization of finance, accounting, legal and human resources functions and management information systems. We also use our scale and diversified geographic portfolio to negotiate favorable rates with vendors where feasible. A portion of our expenses are variable.
We strive to control these expenses by closely monitoring and managing each of our local markets and through efficiencies gained from the centralization of finance, accounting, legal, human resources functions and management information systems, and the implementation of AI. We also use our scale and diversified geographic portfolio to negotiate favorable rates with vendors where feasible.
The Local Advertising, Amped, and Live Events reporting units had no goodwill as of December 31, 2024. The Company recorded total non-cash goodwill impairment charges of $4.2 million during the year ended December 31, 2023, of which $2.8 million related to the Local Advertising reporting unit and $1.4 million related to the Live Events reporting unit.
The Local Advertising, Amped, and Live Events reporting units had no goodwill as of December 31, 2025. The Company recorded total non-cash goodwill impairment charges of $4.4 million during the year ended December 31, 2024, of which $2.6 million related to the Live Events reporting unit and $1.8 million related to the National Digital reporting unit.
Finally, a 100-basis point decline in operating profit margins would result in a decrease in the estimated fair values of our FCC licenses of $9.9 million which would result in an impairment charge of $6.2 million.
Finally, a 100-basis point decline in operating profit margins would result in a decrease in the estimated fair values of our FCC licenses of $10.4 million which would result in an impairment charge of $4.2 million.
Other programming, digital, engineering and general and administrative expenses are primarily fixed costs. Our business enjoys strong cash flow generation owing to the relatively limited capital needs of our operations. During the year ended December 31, 2024, we recorded $17.4 million of capital expenditures, which represented 3.9% of net revenue during the same period.
Other programming, digital, engineering and general and administrative expenses are primarily fixed costs. Our business enjoys strong cash flow generation owing to the relatively limited capital needs of our operations. During the year ended December 31, 2025, we recorded $15.2 million of capital expenditures, which represented 3.6% of net revenue during the same period.
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.
Townsquare Interactive, our subscription digital marketing services business, partners with small and medium-sized businesses (“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.
We recorded total impairment charges of $30.9 million related to FCC licenses in 27 of our 74 local markets during the year ended December 31, 2024, as compared to $70.9 million of impairment charges related to FCC licenses in 36 of our 74 local markets during the year ended December 31, 2023.
We recorded total impairment charges of $3.5 million related to FCC licenses in 5 of our 74 local markets during the year ended December 31, 2025, as compared to $30.9 million of impairment charges related to FCC licenses in 27 of our 74 local markets during the year ended December 31, 2024.
Further, a 100-basis point decline in the long-term revenue growth rate would cause the estimated fair values of our FCC licenses to further decrease by $12.6 million which would have resulted in a further impairment charge of $4.0 million as of December 31, 2024.
Further, a 100-basis point decline in the long-term revenue growth rate would cause the estimated fair values of our FCC licenses to further decrease by $16.1 million which would have resulted in a further impairment charge of $3.6 million as of December 31, 2025.
Goodwill arising from an acquisition is tested on an annual basis, or when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. We have elected to perform our annual goodwill impairment testing as of December 31st.
We evaluate these reserves on a regular basis to determine the adequacy of the amounts. 48 Goodwill arising from an acquisition is tested on an annual basis, or when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. We have elected to perform our annual goodwill impairment testing as of December 31st.
Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized.
We evaluate the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.
Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.
Further, keeping all other assumptions constant, a 10% decline in the estimated fair value of each reporting unit, due to other changes in assumptions, including forecasted future cash flows, would not have resulted in goodwill impairment charges for the year ended December 31, 2024.
Further, keeping all other assumptions constant, a 10% decline in the estimated fair value of each reporting unit, due to other changes in assumptions, including forecasted future cash flows, would not have resulted in incremental goodwill impairment charges to our reporting units.
Financing Activities Net cash used in financing activities was $67.4 million for the year ended December 31, 2024, as compared to $46.6 million for the same period in 2023.
Financing Activities Net cash used in financing activities was $54.3 million for the year ended December 31, 2025, as compared to $67.4 million for the same period in 2024.
Highlights of Our Financial Performance Certain key financial developments in our business for the year ended December 31, 2024 as compared to 2023 are summarized below: • Net revenue for the year ended December 31, 2024, decreased $3.2 million, or 0.7%, as compared to the year ended December 31, 2023.
Highlights of Our Financial Performance Certain key financial developments in our business for the year ended December 31, 2025 as compared to 2024 are summarized below: • Net revenue for the year ended December 31, 2025, decreased $23.6 million, or 5.2%, as compared to the year ended December 31, 2024.
See Note 6, Investments , in our Notes to Consolidated Financial Statements for further discussion related to this investment. Income tax provision (benefit) We recognized an income tax provision of $1.3 million for the year ended December 31, 2024 as compared to a benefit from income taxes of $6.1 million for 2023.
See Note 6, Investments , in our Notes to Consolidated Financial Statements for further discussion related to this investment. 45 Income tax provision We recognized an income tax provision of $4.7 million for the year ended December 31, 2025 as compared to $1.3 million for the same period in 2024.
The increase in net cash used in investing activities was primarily due to cash proceeds of $3.0 million related to the sales of digital assets in 2023 that did not reoccur in 2024, a $2.5 million increase in purchases of property and equipment, and a $0.6 million decrease in proceeds from the sale of assets and investment related transactions.
The decrease in net cash used in investing activities was primarily due to a $3.5 million increase in proceeds from the sales of assets and investment related transactions and a $2.2 million decrease in purchases of property and equipment.
Our effective tax rate was approximately 13.6% for the year ended December 31, 2024 as compared to 12.5% for the year ended December 31, 2023. The increase in the effective tax rate is primarily driven by an increase in the valuation allowance for interest expense carryforwards and certain non-deductible items.
Our effective tax rate was approximately 94.1% for the year ended December 31, 2025 as compared to 13.6% for the year ended December 31, 2024. The increase in the effective tax rate is primarily driven by the valuation allowance for interest expense carryforwards and non-deductible compensation costs for the year ended December 31, 2025.
See the indicated Notes to Consolidated Financial Statements for additional details related to these and other matters affecting our liquidity and commitments. 45 2025 Financing Transactions Note 14 Long-Term Debt Note 7 Lease and Other Commitments Note 8 Critical Accounting Estimates Our Consolidated Financial Statements have been prepared in conformity with Generally Accepted Accounting Principles (“GAAP”), which requires us to make estimates and assumptions that affect the amounts and disclosures reported in our Consolidated Financial Statements and accompanying notes.
Long-Term Debt Note 7 Lease and Other Commitments Note 8 Critical Accounting Estimates Our Consolidated Financial Statements have been prepared in conformity with Generally Accepted Accounting Principles (“GAAP”), which requires us to make estimates and assumptions that affect the amounts and disclosures reported in our Consolidated Financial Statements and accompanying notes.
In addition, we may establish liabilities related to acquired liabilities and qualifying restructuring costs and contingencies based on assumptions made at the time of acquisition. We evaluate these reserves on a regular basis to determine the adequacy of the amounts.
In addition, we may establish liabilities related to acquired liabilities and qualifying restructuring costs and contingencies based on assumptions made at the time of acquisition.
The impairment charges were primarily driven by increases in the discount rate applied in the valuation of our FCC licenses due to an increase in the weighted average cost of capital and decreases in third-party forecasts of broadcast revenues. Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results.
The impairment charges were primarily driven by decreases in third-party forecasts of broadcast revenues and an increase in the estimate of initial capital costs due to rising prices. 43 Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results.
We also routinely monitor the changes in the financial condition of our customers and the potential impact on our results of operations. Other Liquidity Matters Below is a summary of additional liquidity matters.
We also routinely monitor the changes in the financial condition of our customers and the potential impact on our results of operations. Other Liquidity Matters Below is a summary of additional liquidity matters. See the indicated Notes to Consolidated Financial Statements for additional details related to these and other matters affecting our liquidity and commitments.
We estimate the fair value of option awards using the Black-Scholes or Monte Carlo option-pricing models for service and market-based options, respectively. We estimate the fair value of the ESPP based on the estimated grant-date fair value determined using the Black-Scholes model.
The fair values of restricted stock awards are determined based on the fair market value of our common stock at the time of grant. We estimate the fair value of option awards using the Black-Scholes or Monte Carlo option-pricing models for service and market-based options, respectively.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.
This decrease was primarily related to changes in working capital balances, particularly prepaid and accrued expenses. Investing Activities Net cash used in investing activities was $9.9 million for the year ended December 31, 2024, as compared to $3.6 million for the same period in 2023.
This decrease was primarily related to higher cash interest payments in 2025, partially offset by changes in working capital balances, particularly accounts receivable, accrued expenses and accounts payable. Investing Activities Net cash used in investing activities was $4.5 million for the year ended December 31, 2025, as compared to $9.9 million for the same period in 2024.
Our Subscription Digital Marketing Solutions net revenue decreased $6.9 million, or 8.4%, and our Broadcast Advertising net revenue decreased $2.8 million, or 1.3%, as compared to the year ended December 31, 2023. Our Other net revenue decreased $2.0 million, or 19.5% as compared to 2023.
Our Broadcast Advertising net revenue decreased $26.5 million, or 12.6% and our Subscription Digital Marketing Solutions net revenue decreased $0.5 million, or 0.7% as compared to the year ended December 31, 2024.
Impairment of Intangible Assets, Investments, Goodwill and Long-Lived Assets The Company recorded total impairment charges of $37.7 million related to intangible assets, investments, goodwill, and long-lived assets during the year ended December 31, 2024, as compared to $90.6 million in total impairment charges during the year ended December 31, 2023.
Impairment of Intangible Assets, Goodwill, Investments, and Long-Lived Assets The Company recorded total impairment charges of $8.9 million related to intangible assets, goodwill, and long-lived assets during the year ended December 31, 2025.
When appropriate, a valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized. As of December 31, 2024, the Company has recorded $35.8 million of valuation allowance against its interest expense carryforwards, net operating losses and tax credit carry forwards.
When appropriate, a valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized. As of December 31, 2025, the Company has recorded $39.1 million of valuation allowance against its deferred tax assets.
For further discussion on key assumptions utilized in the Greenfield method, see Note 2, Summary of Significant Accounting Policies - Intangible Assets . For further discussion of impairment charges, see Note 5, Goodwill and Other Intangible Assets, Net, in our Notes to Consolidated Financial Statements.
For further discussion on key assumptions utilized in the Greenfield method, see Note 2, Summary of Significant Accounting Policies - Intangible Assets .
Future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, some of which are beyond our control. We are focused on and will continue to monitor our liquidity. As of December 31, 2024, we had $465.8 million of outstanding indebtedness, net of deferred financing costs of $1.7 million.
Future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, some of which are beyond our control. We have focused on and will continue to monitor our liquidity in response to current and future economic challenges and uncertainty.
These decreases were largely offset by an $8.3 million, or 5.5%, increase in our Digital Advertising net revenue. • Excluding revenue related to political advertising of $13.4 million and $2.9 million for the years ended December 31, 2024 and 2023, respectively, net revenue decreased $13.8 million, or 3.0% to $437.6 million, Broadcast Advertising net revenue decreased $12.6 million, or 6.1%, to $196.4 million, and Digital Advertising net revenue increased $7.7 million, or 5.1%, to $157.8 million. • Operating income increased $40.8 million to $21.7 million for the year ended December 31, 2024, as compared to an operating loss of $19.1 million for the year ended December 31, 2023.
These decreases were partially offset by a $2.6 million, or 1.6%, increase in our Digital Advertising net revenue and a $0.8 million, or 11.8%, increase in our Other net revenue. • Excluding revenue related to political advertising of $2.2 million and $13.4 million for the years ended December 31, 2025 and 2024, respectively, net revenue decreased $12.3 million, or 2.8% to $425.2 million.
Our Broadcast Advertising direct operating expenses for the year ended December 31, 2024 decreased $8.9 million, or 5.7%, as compared to 2023, primarily due to lower compensation costs. Our Subscription Digital Marketing Solutions direct operating expenses decreased $5.0 million, or 8.6%, as compared to the same period in 2023.
Our Broadcast Advertising direct operating expenses for the year ended December 31, 2025 decreased $11.9 million, or 8.1%, driven by lower compensation and sales expenses, partially offset by a higher provision for credit losses. Our Subscription Digital Marketing Solutions direct operating expenses decreased $4.2 million, or 7.8%, as compared to the same period in 2024 due to lower compensation.
Prior to its sale, the Company recognized a total unrealized net gain of $0.2 million as a result of changes in the fair value of the investee's common stock during 2024. The Company recorded a total unrealized net loss of $0.4 million based on changes in the market price of the investee's common stock during 2023.
Unrealized (Gain) Loss on Investment Other expense (income), net includes unrealized losses related to measuring the fair value of one of the Company's investees that was sold during 2024. Prior to its sale, the Company recognized a total unrealized net gain of $0.2 million as a result of changes in the fair value of the investee's common stock during 2024.
We monitor economic conditions closely, and in response to observed or anticipated reductions in revenue, we may institute precautionary measures to address the potential impact to our consolidated financial position, consolidated results of operations, and liquidity, including wage reduction efforts and controlling non-essential capital expenditures. 38 The extent of the impact of current economic conditions will depend on future actions and outcomes, all of which remain fluid and cannot be predicted with confidence (including effects on advertising activity, consumer discretionary spending and our employees in the markets in which we operate).
We monitor economic conditions closely, and in response to observed or anticipated reductions in revenue, we may institute precautionary measures to address the potential impact to our consolidated financial position, consolidated results of operations, and liquidity, including wage reduction efforts and controlling non-essential capital expenditures.
A total of $11.5 million was paid in connection with the cash settlement of 3.2 million options during the year ended December 31, 2024. Our anticipated uses of cash in the near term include working capital needs, interest payments, dividend payments, excess cashflow payments that may be required under the terms of the Credit Agreement, other obligations, and capital expenditures.
Our anticipated uses of cash in the near term include working capital needs, interest payments, debt amortization payments, dividend payments, excess cashflow payments that may be required under the terms of the Credit Agreement, other obligations, and capital expenditures.
On October 28, 2024, the board of directors approved a quarterly dividend of $0.1975 per share. The $3.1 million dividend was paid to holders of record as of January 21, 2025 on February 1, 2025. On March 13, 2025, the board of directors approved a quarterly dividend of $0.20 per share.
The dividend of $3.3 million was paid to holders of record as of January 26, 2026, on February 2, 2026. On March 4, 2026, the board of directors approved a quarterly dividend of $0.20 per share. The dividend will be paid to holders of record as of April 27, 2026 on May 4, 2026.
These decreases were partially offset by an increase in stock-based compensation of $9.1 million, a $3.7 million increase in transaction and business realignment costs and the $3.2 million decrease in net revenue discussed above. • Our Broadcast Advertising segment reported operating income of $19.0 million, compared to an operating loss of $33.8 million for the year ended December 31, 2023, due to a decrease in total non-cash impairment charges of $43.1 million and an $8.9 million decrease in direct operating expenses, partially offset by the $2.8 million decrease in net revenue.
These variances were partially offset by the $23.6 million decrease in net revenue. • Our Broadcast Advertising segment reported operating income of $39.3 million, an increase of $20.0 million compared to operating income of $19.3 million for the year ended December 31, 2024, due to a decrease in total non-cash impairment charges of $27.7 million, a decrease in direct operating expenses of $11.9 million and an increase in net gains on the sales and retirement of assets of $6.5 million.
Our Digital Advertising direct operating expenses increased $13.5 million, or 13.0%, primarily driven by higher inventory and compensation costs, as well as an increase in bad debt, each as compared to 2023. Segment Profit Segment profit for the year ended December 31, 2024 decreased by $0.8 million, or 0.7%, when compared with the same period in 2023, essentially flat.
These decreases were partially offset by $7.3 million or 6.2%, increase in our Digital Advertising direct operating expenses primarily driven by higher inventory and compensation costs. Other direct operating expenses increased $0.3 million, or 3.6%. Segment Profit Segment profit for the year ended December 31, 2025 decreased by $15.1 million, or 12.2%, when compared with the same period in 2024.
Our Digital Advertising segment reported operating income of $37.3 million, a decrease of $7.6 million from 2023, due to a $13.5 million increase in direct operating expenses, partially offset by an $8.3 million increase in net revenues.
These increases were partially offset by the $26.5 million decrease in net revenue. Our Digital Advertising segment reported operating income of $27.7 million, a decrease of $8.5 million from 2024, primarily due to a $7.3 million increase in direct operating expenses and a $3.5 million increase in non-cash impairment charges, partially offset by the $2.6 million increase in net revenue.
During the third quarter of 2024, the Company concluded that the carrying amount of the Live Events reporting unit exceeded its fair value, resulting in the recognition of a further non-cash goodwill impairment charge of $1.7 million, resulting in a total of $4.4 million of non-cash goodwill impairment charges during the year ended December 31, 2024.
During the third quarter of 2025, the Company concluded that the carrying amount of the National Digital reporting unit exceeded its fair value, resulting in the recognition of a non-cash goodwill impairment charge of $3.0 million. Following the non-cash goodwill impairment charge, the National Digital reporting unit had $3.5 million of goodwill remaining as of December 31, 2025.
Our Broadcast Advertising net revenue decreased $2.8 million, or 1.3%, due to decreases in the purchases of advertising by our clients. Our Subscription Digital Marketing Solutions net revenue decreased $6.9 million, or 8.4% as compared to the year ended December 31, 2023, due to a reduction in net subscribers.
Our Broadcast Advertising net revenue decreased $26.5 million, or 12.6%, due to decreases in the purchases of advertising by our clients and political revenue. Our Subscription Digital Marketing Solutions net revenue decreased $0.5 million, or 0.7% as compared to the year ended December 31, 2024, due to reduced sales velocity as a result of lower headcount.
The Company wrote-off approximately $0.2 million of unamortized deferred financing costs, recognizing an immaterial total net loss in connection with the voluntary repurchases of its 2026 Notes. The repurchased notes were canceled by the Company.
The Company wrote-off approximately $0.2 million of unamortized deferred financing costs, recognizing an immaterial total net loss in connection with the voluntary repurchases of its 2026 Notes. Other Expense (Income), Net Realized Gain on Investment In February of 2024, one of the Company’s investees announced the completion of its acquisition in a private transaction.
Unfavorable changes in certain of these key assumptions may affect future testing results.
Unfavorable changes in certain key assumptions utilized in determining the fair values of each of our reporting units may affect future testing results.
Stock-based Compensation Stock-based compensation expense for the year ended December 31, 2024 increased $9.1 million, or 113.8%, due to $4.6 million in expense recognized related to the cash settlement of options, $3.8 million of expense recognized for the stock bonus program and due to grants during the fourth quarter of 2023 and the first quarter of 2024.
Stock-based Compensation Stock-based compensation expense for the year ended December 31, 2025 decreased $3.4 million, or 19.8%, as compared to 2024, due to $4.6 million of expense recognized for the cash settlement of options in 2024 that did not reoccur in 2025.
Operating income increased due to a decrease in total non-cash impairment charges of $52.9 million and a $3.6 million decrease in direct operating and corporate expenses.
Operating income increased due to 40 a decrease in total non-cash impairment charges of $28.8 million, a decrease in direct operating expenses of $8.5 million, and a $8.1 million increase in net gains on the sales and retirement of assets.
These models require assumptions including the fair value of our common stock, expected volatility, expected term of the award, exercise timing, expected dividend yield and risk-free interest rate. Stock-based compensation expense is recognized as the equity awards vest or on derived service period. We account for forfeitures as a reduction of compensation cost in the period when such forfeitures occur.
Stock-based compensation expense is recognized as the equity awards vest or on derived service period. We account for forfeitures as a reduction of compensation cost in the period when such forfeitures occur. For further discussion on the fair value of option awards, see Note 10, Stockholders’ Deficit , in our Notes to Consolidated Financial Statements.
During the twelve months ended December 31, 2023, one of the Company's investees was acquired as a result of a private transaction. The Company recognized a $5.2 million gain on the transaction. See Note 6, Investments, in the Notes to the Consolidated Financial Statements for further discussion related to these investments.
The Company recognized a $4.0 million gain on the transaction. See Note 6, Investments, in the Notes to the Consolidated Financial Statements for further discussion related to this investment.
The dividend will be paid to holders of record as of April 17, 2025 on May 1, 2025. During the year ended December 31, 2024, the Company voluntarily repurchased an aggregate $36.2 million principal amount of its 2026 Notes, plus accrued interest.
For further discussion, see Note 7, Long-Term Debt , in the Notes to Unaudited Consolidated Financial Statements. During the year ended December 31, 2024, the Company voluntarily repurchased an aggregate $36.2 million principal amount of its 2026 Notes, plus accrued interest.
Broadcast Advertising segment profit for the year ended December 31, 2024 increased $6.2 million, or 11.1%, as compared to 2023, primarily due to lower compensation, which offset the declines in traditional broadcast revenue.
Our Broadcast Advertising segment profit for the year ended December 31, 2025 decreased $14.6 million, or 23.3%, as compared to 2024, primarily due to decline in traditional broadcast revenue, including the decline of political revenue. Our Digital Advertising segment profit decreased $4.8 million, or 11.7%, primarily due to the increase in compensation and inventory costs.
These decreases were partially offset by a $8.3 million, or 5.5%, increase in our Digital Advertising net revenue due to purchases of new advertising. 40 Direct Operating Expenses Direct operating expenses for the year ended December 31, 2024 decreased by $2.4 million, or 0.7%, when compared with the same period in 2023.
Direct Operating Expenses Direct operating expenses for the year ended December 31, 2025 decreased by $8.5 million, or 2.6%, when compared with the same period in 2024.
The difference between the effective tax rate and the federal statutory rate of 21%, primarily relates to certain non-deductible items, state and local income taxes, and the valuation allowance for deferred tax assets. 43 Liquidity and Capital Resources Year Ended December 31, (in thousands) 2024 2023 Cash and cash equivalents $ 32,990 $ 61,046 Restricted cash — 503 Cash provided by operating activities $ 48,748 $ 67,827 Cash used in investing activities (9,927) (3,569) Cash used in financing activities (67,380) (46,622) Net (decrease) increase in cash and cash equivalents $ (28,559) $ 17,636 Operating Activities Net cash provided by operating activities was $48.7 million for the year ended December 31, 2024, as compared to $67.8 million for the same period in 2023.
Liquidity and Capital Resources Year Ended December 31, (in thousands) 2025 2024 Cash and cash equivalents $ 4,759 $ 32,990 Restricted cash 58 — Cash provided by operating activities $ 30,603 $ 48,748 Cash used in investing activities (4,459) (9,927) Cash used in financing activities (54,317) (67,380) Net decrease in cash and cash equivalents $ (28,173) $ (28,559) Operating Activities Net cash provided by operating activities was $30.6 million for the year ended December 31, 2025, as compared to $48.7 million for the same period in 2024.
In addition, we benefit from certain tax attributes that generate tax deductions which have historically limited the amount of cash taxes we pay. OVERVIEW OF OUR PERFORMANCE Changes in our Business Macroeconomic Indicators Current economic challenges, including high and sustained inflation and interest rates have caused and could continue to cause economic uncertainty and volatility.
In addition, we benefit from certain tax attributes that generate tax deductions which have historically limited the amount of cash taxes we pay.
The Company recorded total impairment charges of $14.5 million related to certain of its investment securities during 2023. For further discussion, see Note 6, Investments, in the Notes to Consolidated Financial Statements.
For further discussion, see Note 6, Investments, in the Notes to Consolidated Financial Statements.
Stock-based Compensation We measure and recognize stock-based compensation expense related to stock-based transactions, including employee awards and the Employee Stock Purchase Plan (“ESPP”), based on the fair value of the award on the grant date. The fair values of restricted stock awards are determined based on the fair market value of our common stock at the time of grant.
For further discussion of impairment charges, see Note 5 , Goodwill and Other Intangible Assets, Net, in our Notes to Consolidated Financial Statements. 49 Stock-based Compensation We measure and recognize stock-based compensation expense related to stock-based transactions, including employee awards and the Employee Stock Purchase Plan, (“ESPP,”) based on the fair value of the award on the grant date.
Our Digital Advertising segment profit decreased $5.2 million, or 11.3%, due to the increases in inventory and compensation costs, which were partially offset by the increase in revenue due to sales of new advertising.
These decreases were partially offset by a $2.6 million, or 1.6%, increase in our Digital 42 Advertising net revenue due to purchases of new advertising and a $0.8 million, or 11.8%, increase in our Other net revenue.
Interest Expense, net The following table illustrates the components of our interest expense, net for the periods indicated (in thousands): Year Ended December 31, 2024 2023 2026 Notes $ 33,621 $ 35,534 Capital leases and other 1,179 1,350 Deferred financing costs 2,077 2,086 Interest income (651) (1,721) Interest expense, net $ 36,226 $ 37,249 42 Loss (Gain) on Repurchase of Debt During the year ended December 31, 2024, the Company voluntarily repurchased an aggregate $36.2 million principal amount of its 2026 Notes, plus accrued interest.
Net Gain on Sales and Retirement of Assets During the year ended December 31, 2025, the Company recognized $8.8 million in net gains on the sales of property and leased assets in several markets, including a $6.2 million gain on the sales of property in the Bismarck, ND and Boise, ID, markets and a $1.5 million gain on the sale of the Company’s aircraft. 44 Interest Expense, net The following table illustrates the components of our interest expense, net for the periods indicated (in thousands): Year Ended December 31, 2025 2024 2026 Notes $ 4,282 $ 33,621 Term Loan 37,639 — Revolver 514 — Capital leases and other 894 1,179 Deferred financing costs 1,056 2,077 Debt discount amortization 3,539 — Interest income — (651) Interest expense, net $ 47,924 $ 36,226 Loss on extinguishment, repayments and repurchases of debt During the year ended December 31, 2025, the Company recognized a $1.2 million net loss on the early extinguishment of debt, comprised of the write-off of $1.5 million of unamortized deferred financing fees previously capitalized in connection with the 2026 Notes, partially offset by approximately $0.2 million net gain on the voluntarily repayment of an aggregate $5.8 million principal amount of Term Loan below par, plus accrued interest.
Subscription Digital Marketing Solutions segment profit decreased $1.8 million, or 7.9% as compared to the year ended December 31, 2023, due to the decline in revenue discussed above, which was partially offset by the decreases in compensation and bad debt.
Subscription Digital Marketing Solutions segment profit increased $3.7 million, or 17.4% as compared to the year ended December 31, 2024, due to the decrease in compensation. Corporate Expenses Corporate expenses for the year ended December 31, 2025 decreased $2.8 million, or 11.8%, as compared to 2024, primarily due to lower compensation costs.
Based on the terms of our 2026 Notes and the Credit Agreement, as of December 31, 2024, we expect our debt service requirements to be approximately $60.0 million over the next twelve months. 44 As of December 31, 2024, we had $33.0 million of cash and cash equivalents, $60.6 million of receivables from customers, which historically have had an average collection cycle of approximately 50 days.
As of December 31, 2025, we had $4.8 million of cash and cash equivalents, $52.0 million of receivables from customers, which historically have had an average collection cycle of approximately 50 days. On October 29, 2025, the board of directors approved a quarterly cash dividend of $0.20 per share.
During the year ended December 31, 2023, the Company voluntarily repurchased an aggregate $27.1 million principal amount of its 2026 Notes at or below par, plus accrued interest. The Company wrote-off approximately $0.3 million of unamortized deferred financing costs, recognizing a total net gain of $1.2 million in connection with the voluntary repurchases of its 2026 Notes.
As of December 31, 2025, we had $433.0 million of outstanding indebtedness, net of deferred financing costs of $24.4 million. During the year ended December 31, 2025, the Company voluntarily repaid an aggregate $5.8 million principal amount of its Term Loan, below par plus accrued interest.
On February 19, 2025 we entered into a $490 million Credit Agreement, as discussed Note 14, Subsequent Events , in our Notes to Consolidated Financial Statements.
Term Loan and Revolving Credit Facility On February 19, 2025 we entered into a five-year, $490 million Credit Agreement (the "Term Loan") and a five-year, $20 million Revolving Credit Facility (the "Revolver"), together the Senior Secured Credit Facility as discussed in Note 7, L ong-Term Debt.
Removed
Other net revenue decreased $2.0 million, or 19.5%, due to the elimination of low profit events in 2024.
Added
OVERVIEW OF OUR PERFORMANCE Changes in our Business 39 Recent Developments On February 19, 2025, the Company entered into a $490 million Credit Agreement with Bank of America, N.A., as administrative agent and collateral agent and the lenders and financial institutions party thereto.
Removed
The decrease was primarily driven by lower compensation costs and lower bad debt expense. Other direct operating expense decreased $2.0 million, or 20.3%, due to the elimination of low profit events.
Added
The Credit Agreement provides for a five-year, $470 million senior secured Term Loan Facility (the "Term Loan") and a five-year, $20 million Revolving Credit Facility (the "Revolver"), together the "Senior Secured Credit Facility." The Company used the approximately $453 million of net proceeds from the Senior Secured Credit Facility (after giving effect to original issue discount, fees, expenses and $10 million of the Revolving Credit Facility that was drawn at closing), together with cash on hand, to redeem all of the Company’s outstanding 2026 Notes on February 19, 2025, and to pay fees and expenses related thereto.
Removed
For further discussion, see Note 10, Stockholders' Deficit, in the Notes to Consolidated Financial Statements. Transaction and Business Realignment Costs Transaction and business realignment costs for the year ended December 31, 2024 increased $3.7 million, or 319.6%, as compared to 2023, due to local market operational cost reduction efforts.
Added
The Company incurred approximately $5.5 million of fees and expenses in connection with the Senior Secured Credit Facility which were capitalized and are being amortized over the remaining term of the Senior Secured Credit Facility, along with an original issue discount of $23.5 million, using the effective interest method.
Removed
During the second quarter of 2024, the Company concluded that the carrying amount of the National Digital and Live Events reporting units exceeded their fair values, resulting in the recognition of a non-cash goodwill impairment charges of $1.8 million and $0.9 million, respectively.
Added
During 2025, the Company voluntarily repaid an aggregate $5.8 million principal amount of its Term Loan below par, plus accrued interest. Refer to Note 7 , Long-Term Debt, in the Notes to Unaudited Consolidated Financial Statements for additional information related to the Credit Agreement.
Removed
The repurchased notes were canceled by the Company. Other (Income) Expense, Net Realized Gain on Investment In February of 2024, one of the Company’s investees announced the completion of its acquisition in a private transaction. The Company recognized a $4.0 million gain on the transaction.
Added
Macroeconomic Indicators Current economic challenges, including high and sustained inflation and interest rates, and proposed and enacted tariffs have caused and could continue to cause economic uncertainty and volatility.
Removed
Sale of Digital Assets During the year ended December 31, 2023, the Company sold its digital assets with a carrying value of $2.1 million, recognizing a gain on the sale of $0.8 million. For further discussion, see Note 5, Goodwill and Other Intangible Assets, Net in the Notes to Consolidated Financial Statements.

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