Townsquare Media (NYSE: TSQ) EVP granted time and performance RSUs

Rhea-AI Filing Summary

Townsquare Media, Inc. executive Stuart B. Rosenstein, the EVP and CFO, reported new equity awards in the company’s stock-based units. On January 14, 2026, he was granted 110,906 time-based Class A Common Units at $5.41 per unit and 227,242 performance-based Class A Common Units at $5.41 per unit. The time-based units vest in three annual installments of 33.33%, 33.33% and 33.34% following the grant date, subject to continued service.

The performance-based units vest only if a volume weighted average trading price, or VWAP, is achieved over 20 consecutive trading days between the grant date and the third anniversary. VWAP hurdles of $6.49, $7.57 and $8.66 correspond to vesting of 55,402, 73,801 and 98,039 units, respectively, subject to continued service. Following these awards, Rosenstein beneficially owned 1,008,273 Class A Common Units directly and 467,213 shares of Class B common stock, including previously held shares, restricted stock units and vested options.

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

OMB APPROVAL

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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^*

Rosenstein Stuart B

(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)
	EVP and CFO

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		110,906	A	$5.41	781,031	D
Class A Common Units(2)	01/14/2026		A		227,242	A	$5.41	1,008,273(3)	D
Class B Common Stock								467,213(4)	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 55,402, 73,801 and 98,039 of the performance-based restricted stock units, respectively.

3. Includes: i) 121,721 shares of Class A common stock that are not subject to vesting or transfer restrictions; ii) 546,227 restricted stock units and ii) 340,325 Class A options to purchase Class A common stock that are fully vested and not subject to transfer restrictions.

4. Includes i) 117,213 shares of Class B common stock that are not subject to vesting or transfer restrictions and ii) 350,000 Class B options to purchase Class B common stock that are fully vested and not subject to transfer restrictions.

Remarks:

	/s/ Stuart Rosenstein	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.
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FAQ

What insider transaction did Townsquare Media (TSQ) report for Stuart B. Rosenstein?

The report shows that EVP and CFO Stuart B. Rosenstein received grants of 110,906 time-based Class A Common Units and 227,242 performance-based Class A Common Units on January 14, 2026 at $5.41 per unit.

How do the time-based restricted stock units for TSQ’s EVP and CFO vest?

The time-based restricted stock units vest as follows: 33.33% on the first anniversary of the grant date, 33.33% on the second anniversary, and 33.34% on the third anniversary, in each case subject to Stuart Rosenstein’s continued service.

What performance conditions apply to Townsquare Media (TSQ) performance-based units granted to the EVP and CFO?

The performance-based units vest only if a specified VWAP over 20 consecutive trading days is achieved between the grant date and the third anniversary, and Stuart Rosenstein remains in service through each vesting date.

What VWAP price targets trigger vesting of TSQ performance-based restricted stock units?

VWAP of $6.49, $7.57, and $8.66 will result in vesting of 55,402, 73,801, and 98,039 performance-based restricted stock units, respectively, subject to the stated conditions.

How many Townsquare Media Class A securities does the EVP and CFO beneficially own after the reported transactions?

After the reported awards, Stuart Rosenstein beneficially owned 1,008,273 Class A Common Units directly, which include shares of Class A common stock, restricted stock units, and fully vested Class A options as described.

What Class B common stock holdings does TSQ’s EVP and CFO report?

Stuart Rosenstein reported beneficial ownership of 467,213 shares of Class B common stock, which include 117,213 shares not subject to vesting or transfer restrictions and 350,000 fully vested Class B options.

Is the Townsquare Media (TSQ) Form 4 filed by one or multiple reporting persons?

The Form 4 is indicated as filed by one reporting person, identified as Stuart B. Rosenstein, EVP and CFO of Townsquare Media, Inc.