[Form 4] TOWNSQUARE MEDIA, INC. Insider Trading Activity

Rhea-AI Filing Summary

National Rural Utilities Cooperative Finance Corp (NRUC) has filed Pricing Supplement No. 637 under Rule 424(b)(3) for a new InterNotes offering of Senior Unsecured Notes.

• Coupon: 4.050% fixed, paid monthly starting 08/15/2025 (first coupon $3.15 per $1,000).
• Maturity: 07/15/2027 (two-year tenor).
• Offering price: 100.000% of principal; gross concession: 0.550% to selling agents.
• Redemption: Non-callable; includes a survivor’s option.
• Denomination: $1,000 minimum and $1,000 increments; DTC book-entry settlement on 07/17/2025.
• Distribution group: InspereX (lead), Citigroup, Wells Fargo, RBC; trustee is U.S. Bank Trust Company NA.

The filing provides final terms but does not specify total principal amount or use of proceeds. At issuance, investors obtain a short-duration, investment-grade senior unsecured exposure to NRUC with a steady 4.05% cash flow and no early-call risk.

Positive

• Non-callable structure provides coupon certainty for investors.
• Monthly 4.05% fixed coupon delivers predictable cash flow over two years.
• Senior unsecured ranking offers higher recovery priority than subordinated debt.
• Survivor’s option enhances flexibility for estate planning.

Negative

• Total principal amount unspecified, leaving unclear impact on NRUC’s leverage.
• Gross selling concession of 0.55% increases issuance cost to the company.

Insights

Fixed-Income Analyst

TL;DR: Two-year NRUC InterNotes offer 4.05% fixed monthly, non-callable, par pricing—straightforward low-risk retail bond.

The note’s short maturity and senior unsecured status reduce duration and credit risk versus NRUC’s longer-dated subordinated issues. A 4.05% coupon paid monthly equates to a simple annual yield of roughly 4.05% at par, competitive for investment-grade spread products in mid-2025. Non-callability eliminates reinvestment uncertainty, while a survivor’s option adds estate planning flexibility for retail buyers. Investors should note the 0.55% selling concession, which slightly dilutes net proceeds to NRUC but does not affect the buyer’s coupon. Overall, the terms are plain-vanilla and likely neutral to NRUC’s credit profile, as total issuance size is undisclosed.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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.

ONE MANHATTANVILLE ROAD SUITE 202

(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)
07/02/2025

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 Stock	07/02/2025		A		2,000	A(1)	$7.12	725,948(2)	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 shares reported herein represent shares acquired under the terms of the Company's 2021 Employee Stock Purchase Plan.

2. Includes: i) 100,866 shares of Class A common stock that are not subject to vesting or transfer restrictions; ii) 257,431 restricted stock units and iii) 367,651 options to purchase Class A common stock that are fully vested and not subject to transfer restrictions.

Remarks:

	/s/**Allison Zolot as Attorney-in-Fact for Erik Hellum	07/07/2025
	** 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 is the coupon rate on NRUC’s new InterNotes?

The notes pay a 4.050% fixed coupon with monthly payments.

When do the NRUC notes mature?

They mature on July 15, 2027.

Are the NRUC notes callable before maturity?

No. The filing states the notes are non-callable.

What is the minimum investment denomination?

The minimum denomination is $1,000, with $1,000 increments.

Who are the selling agents for this NRUC offering?

InspereX, Citigroup Global Markets, Wells Fargo Clearing Services, and RBC Capital Markets.

Does the security include a survivor’s option?

Yes, investors’ estates may redeem the notes under the survivor’s option feature.