XML 27 R16.htm IDEA: XBRL DOCUMENT
v3.25.2

Stockholders' Deficit | 6 Months Ended
--- | ---
Jun. 30, 2025
Equity [Abstract] |
Stockholders' Deficit | Stockholders' Deficit Stock Options During the six months ended June 30, 2025, eligible option holders tendered 104,034 options to purchase 104,034 shares of Townsquare common stock. During the six months ended June 30, 2025, the Company granted 72,521 and 149,573 options with grant date fair values of $1.03 and $1.16 and vesting periods of four-years and three-years, respectively, each with ten-year terms. The Company also granted 148,528 options with grant date fair values of $1.09 to $1.27, respectively. These options contain market conditions whereby the options will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") over a specified period and continued employment through the performance period each as observed and summarized below, respectively:
VWAP over 20 consecutive trading days of the three-year performance period |  |
VWAP |  | Number of Options that Vest |  |  |  |
$8.24 |  | 49,504 |  |  |  |
$9.62 |  | 49,504 |  |  |  |
$10.99 |  | 49,520 |  |  |  |
|  | 148,528 |  |  |  |
No portion of the grants will vest unless the VWAP targets are achieved during the respective performance period. The grant date fair value of stock options with market conditions is estimated using the Monte Carlo option pricing model, while stock options containing only service conditions is estimated using the Black-Scholes option pricing model. Each model requires an estimate of the expected term of the option, the expected volatility of the Company’s common stock price, dividend yield and the risk-free interest rate. The below table summarizes the assumptions used to estimate the fair value of the equity options granted:
| Monte Carlo Model |  | Black-Scholes Model |  |
Expected volatility | 49.5% |  | 49.4% - 49.5% |  |
Expected term | 6.0 years |  | 6.0 - 6.25 years |  |
Risk free interest rate | 4.04% |  | 3.87% - 4.04% |  |
Expected dividend yield | 11.54% |  | 11.54% - 12.01% |  |
For options only containing service conditions, the expected term was calculated using the simplified method, defined as the midpoint between the vesting period and the contractual term of each award, due to the lack of sufficient and meaningful historical exercise data. For options with market-based conditions, the expected term was estimated based on when the options are expected to be exercised. The expected volatility was based on market conditions of the Company. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the expected term of the option. The following table summarizes all option activity for the six months ended June 30, 2025:
| Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life (years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2024 | 6,984,335 |  |  | $ | 7.30 |  |  | 6.02 |  | $ | 12,779 |
Granted - service conditions | 222,094 |  |  | 6.84 |  |  |  |  |
Granted - market conditions | 148,528 |  |  | 6.93 |  |  |  |  |
Exercised | (104,034) |  |  | 6.64 |  |  |  |  | 234 |
Forfeited and expired | (72,153) |  |  | 8.44 |  |  |  |  |
Outstanding at June 30, 2025 | 7,178,770 |  |  | $ | 7.28 |  |  | 5.82 |  | $ | 5,484 |
Exercisable at June 30, 2025 | 4,691,949 |  |  | $ | 7.07 |  |  | 5.04 |  | $ | 4,436 |
The maximum contractual term of stock options is 10 years. Restricted Stock Awards During the six months ended June 30, 2025, the Company granted 102,556 shares, including 71,505 shares to non-employee directors, with vesting periods of one to three years. The fair value of the restricted stock awards is equal to the closing share price on the date of grant. The following table summarizes restricted stock activity for the six months ended June 30, 2025:
| Number of Shares |  | Weighted Average Fair Value |  |  |  |  |  |
Non-vested balance at January 1, 2025 | 127,348 |  | $ | 10.44 |  |  |  |  |  |  |
Shares granted | 102,556 |  |  | 8.93 |  |  |  |  |  |  |
Shares vested | (103,859) |  |  | 10.02 |  |  |  |  |  |  |
Non-vested balance at June 30, 2025 | 126,045 |  | $ | 9.56 |  |  |  |  |  |  |
Restricted Stock Units The following table summarizes restricted stock unit activity for the six months ended June 30, 2025:
| Number of Shares |  | Weighted Average Fair Value |  |  |  |  |  |
Non-vested balance at January 1, 2025 | 655,033 |  | $ | 7.17 |  |  |  |  |  |  |
Shares granted - service conditions | 266,153 |  |  | 9.01 |  |  |  |  |  |  |
Shares granted - market conditions | 331,087 |  |  | 9.07 |  |  |  |  |  |  |
Bonus shares granted | 479,749 |  |  | 7.97 |  |  |  |  |  |  |
Shares vested | (558,873) |  |  | 8.12 |  |  |  |  |  |  |
Shares forfeited | (781) |  |  | 8.32 |  |  |  |  |  |  |
Non-vested balance at June 30, 2025 | 1,172,368 |  | $ | 7.55 |  |  |  |  |  |  |
During the six months ended June 30, 2025, the Company granted 266,153 stock units with vesting periods ranging from vested at grant date to three years, and 479,749 stock units that vested at the grant date. The fair values of these restricted stock units were equal to the closing share price on the date of grant. During the six months ended June 30, 2025, the Company granted 331,087 restricted stock units with a vesting period of three years and grant date fair values ranging from $6.75 - $7.47. The stock units contain market conditions whereby the stock units will vest subject to the achievement of a specified VWAP, subject to continued employment or service through the end of the performance period as observed and summarized below:
|  | VWAP over a period of 20 consecutive trading days of the three-year performance period
|  |  |  | VWAP |  | Number of Shares that Vest
|  |  |  | $9.98 |  | 110,351
|  |  |  | $10.43 |  | 110,351
|  |  |  | $10.88 |  | 110,385
The grant date fair value of the restricted stock units with market conditions is estimated using the Monte Carlo option pricing model. The below table summarizes the assumptions used to estimate the fair value of the restricted stock units granted:
| Monte Carlo Model |  |
Expected volatility | 42.0% |  |
Risk free interest rate | 4.46% |  |
Expected dividend yield | 8.7% |  |
The expected volatility was based on market conditions of the Company. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the vesting period of the restricted stock units. Employee Stock Purchase Plan During the six months ended June 30, 2025, a total of 35,288 shares of Class A common stock were issued under the 2021 Employee Stock Purchase Plan (the "ESPP"). For the three months ended June 30, 2025 and 2024, the Company recognized approximately $2.6 million and $2.7 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP. For the six months ended June 30, 2025 and 2024, the Company recognized approximately $5.8 million and $4.9 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP. As of June 30, 2025, total unrecognized stock-based compensation expense related to our stock options and restricted stock was $2.9 million and $4.9 million, respectively, and is expected to be recognized over a weighted average period of 1.6 years and 1.8 years, respectively. Dividends Declared On April 29, 2025, the board of directors approved a quarterly cash dividend of $0.20 per share. The dividend of $3.3 million was paid to holders of record as of July 18, 2025, on August 1, 2025. On August 4, 2025, the board of directors approved a quarterly cash dividend of $0.20 per share. The dividend will be payable on November 3, 2025 to shareholders of record as of the close of business on October 27, 2025. Stock Repurchase Plan On December 10, 2024, the Board of Directors authorized and approved a stock repurchase plan, pursuant to which the Company is authorized to repurchase up to $50 million of the Company’s issued and outstanding Class A common stock over a three-year period (the "Stock Repurchase Plan"). Repurchases of common stock under the repurchase plan may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations. Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions, and may be funded from cash on hand, available borrowings or proceeds from potential debt or other capital markets sources. The Stock Repurchase Plan has substantially the same terms as, and was intended to replace, the 2021 Stock Repurchase Plan, which expired on December 16, 2024. During the six months ended June 30, 2025 there were no shares of Class A common stock repurchased. As of June 30, 2025, a total of 2,491,022 shares were repurchased under the 2021 Stock Repurchase Plan. Stock Bonus Program In 2024, the Company implemented a stock bonus program that offered certain employees the option to receive their annual incentive compensation in the form of the Company's Class A common stock. The incentive compensation to be paid to each employee is fixed at the time of election to participate in the program and the number of shares to be issued is determined based on the closing price of the Company's Class A common stock on the settlement date, typically in the fourth quarter of the performance year or during the first quarter following each respective performance year. During the three and six months ended June 30, 2025, a total of $1.2 million and $2.2 million of expense was recognized as a component of stock-based compensation in connection with the stock bonus program, respectively. During the three and six months ended June 30, 2024, a total of $1.8 million of expense was recognized as a component of stock-based compensation in connection with the stock bonus program, respectively. A total of 566,359 shares were granted under the Stock Bonus Program for the performance year ended December 31, 2024. Option Settlement In late March of 2024, the Company launched a program that offered certain holders a cash settlement of options that were granted in July 2014 following the completion of the Company's initial public offering. These options were approaching their expiration date in July 2024. The cash settlement amount paid to each holder was indexed to the closing price of the Company's Class A common stock, as reported on the New York Stock Exchange consolidated tape, as of the date prior to each respective cash settlement election date, less the respective option grant price. During the six months ended June 30, 2024, a total of $11.4 million was paid in connection with the cash settlement of 3.2 million options. During the three and six months ended June 30, 2024, a total of $3.8 million and $4.6 million, respectively, of expense was recognized as a component of stock-based compensation in connection with the cash settlement of the options.

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for equity. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-6 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480237/815-40-50-6 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1 Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-16 Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration