Equity grants to Townsquare Media (NYSE: TSQ) COO detailed in Form 4

Rhea-AI Filing Summary

Townsquare Media reported an equity award for its COO, Erik Hellum. On 01/14/2026 he acquired 92,421 Class A common units at $5.41 per unit and a further 189,368 Class A common units at $5.41. These units are structured as restricted stock units, with some vesting over three years based on continued service and others vesting only if the stock reaches specified volume-weighted average price targets. After these awards, Hellum beneficially owned 1,036,587 Class A common units.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hellum Erik

(Last) (First) (Middle)

C/O TOWNSQUARE MEDIA, INC.

4 MANHATTANVILLE ROAD, SUITE 107

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Townsquare Media, Inc. [ TSQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COO

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Units(1)	01/14/2026		A		92,421	A	$5.41	847,219	D
Class A Common Units(2)	01/14/2026		A		189,368	A	$5.41	1,036,587(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person's time-based restricted stock units reported in this row will vest as to 33.33% on the first anniversary of the Grant Date, 33.33% on the second anniversary of the Grant Date, and 33.34% on the third anniversary of the Grant Date, in each case, subject to the Reporting Person's continued service through each applicable vesting date.

2. The Reporting Person's performance-based restricted stock units reported in this row will vest subject to the achievement of a specified volume weighted average trading price ("VWAP") over a period of 20 consecutive trading days, in each case subject to the achievement of such VWAP during the period beginning on the Grant Date and ending on the third anniversary of the Grant Date, and the Reporting Person's continued service through each vesting date. Subject to the foregoing conditions, achievement of a VWAP of $6.49, $7.57, and $8.66, will result in the vesting of 46,168, 61,501 and 81,699 of the performance-based restricted stock units, respectively.

3. Includes: i) 110,477 shares of Class A common stock that are not subject to vesting or transfer restrictions; ii) 523,916 restricted stock units and iii) 402,194 options to purchase Class A common stock that are fully vested and not subject to transfer restrictions.

Remarks:

	/s/ Erik Hellum	01/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Townsquare Media (TSQ) disclose for its COO?

The filing shows COO Erik Hellum acquired Class A common units of Townsquare Media as equity compensation in the form of restricted stock units on 01/14/2026.

How many Townsquare Media Class A units did the COO receive?

Erik Hellum received 92,421 Class A common units at $5.41 each in one grant and 189,368 Class A common units at $5.41 each in a second grant.

What are the vesting terms for the time-based RSUs reported by TSQ?

The time-based restricted stock units vest 33.33% on the first anniversary of the grant date, 33.33% on the second, and 33.34% on the third, subject to continued service.

How do the performance-based RSUs for Townsquare Media’s COO vest?

The performance-based RSUs vest only if a specified VWAP is achieved over 20 consecutive trading days between the grant date and the third anniversary, and subject to continued service.

What VWAP targets apply to the TSQ performance-based RSUs?

If VWAP reaches $6.49, $7.57, and $8.66, then 46,168, 61,501, and 81,699 performance-based RSUs, respectively, will vest, subject to the stated conditions.

How many Townsquare Media shares and awards does the COO hold after this Form 4?

After the reported transactions, Erik Hellum beneficially owned 1,036,587 Class A common units, including 110,477 unrestricted shares, 523,916 RSUs, and 402,194 fully vested options.

Is the COO’s ownership in Townsquare Media direct or indirect?

The Form 4 reports the COO’s ownership of these Class A common units as direct, with no separate entity listed for indirect beneficial ownership.