Townsquare Media Inc-A 2024年度报告

☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from _______ to ______Commission file number 001-36558 Townsquare Media, Inc. (Exact name of registrant as specified in its charter) 27-1996555 (State or other jurisdiction of incorporation ororganization)(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: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes☐No☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod 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, asmaller reporting company, or emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect 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 ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicateby check mark whether the registrant is a shell company(as defined in Rule 12b-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$145,321,862 based upon the closing price on the New York Stock Exchange on June 30, 2024, the last business day of theregistrant’s most recently completed second fiscal quarter. For this computation, the registrant has excluded the market value of allshares of its common stock held by directors and officers of the registrant and certain other stockholders; such exclusion shall notbe deemed to constitute an admission that any such person is an “affiliate” of the registrant. As of March 11, 2025, the registrant had 16,119,198 outstanding shares of common stock consisting of: (i) 14,803,902 shares ofClass A common stock, par value $0.01 per share, (ii) 815,296 shares of Class B common stock, par value $0.01 per share; and (iii)500,000 shares of Class C common stock, par value $0.01 per share. DOCUMENTS INCORPORATED BY REFERENCE Portionsof the registrant’s definitive proxy statement relating to its 2025 annual meeting of stockholders(the“2025 ProxyStatement”), to be filed with the Securities and Exchange Commission are incorporated by reference in Part III, Items 10 to 14 of thisAnnual Report on Form 10-K as indicated herein. TOWNSQUARE MEDIA, INC. MARKET, RANKING AND OTHER INDUSTRY DATA In this Annual Report on Form 10-K (“Annual Report”) of Townsquare Media, Inc. (together withits consolidated subsidiaries, except as the context may otherwise require, “we,” “us,” “our,” “Company,” or “Townsquare”) we rely on and refer t