Townsquare Media Inc-A 2024年度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ______ Townsquare Media, Inc. (Exact name of registrant as specified in its charter) 27-1996555 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) One Manhattanville RoadSuite 202Purchase,New York10577(Address of Principal Executive Offices)(Zip Code) (203)861-0900Registrant's telephone number, including area code Not applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerginggrowth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule12b-2 of theExchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant was $145,321,862based upon the closingprice on the New York Stock Exchange on June30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter. For this computation,the registrant has excluded the market value of all shares of its common stock held by directors and officers of the registrant and certain other stockholders; suchexclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant. As ofMarch11, 2025, the registrant had 16,119,198 outstanding shares of common stock consisting of: (i)14,803,902shares of ClassA common stock, par value $0.01per share, (ii)815,296shares of Class B common stock, par value $0.01 per share; and (iii)500,000shares of Class C common stock, par value $0.01 per share. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its2025annual meeting of stockholders (the “2025Proxy Statement”), to be filed with the Securitiesand Exchange Commission are incorporated by reference in Part III, Items 10 to 14 of this Annual Report on Form 10-K as indicated herein. TOWNSQUARE MEDIA, INC. INDEXPART IItem 1.Business1Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments34Item 1C.Cybersecurity34Item 2.Properties34Item 3.Legal Proceedings35Item 4.Mine Safety Disclosures35PART IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities36Item 6.[Reserved]36Item 7.Management's Discussion and Analysis