Townsquare Media (NYSE: TSQ) CEO receives major time and performance RSUs

Rhea-AI Filing Summary

Townsquare Media, Inc. CEO Bill Wilson, who also serves as a director, reported awards of Class A common units on January 14, 2026. He acquired 231,054 Class A common units as time-based restricted stock units that vest 33.33% on the first anniversary of the grant date, 33.33% on the second, and 33.34% on the third, subject to his continued service.

He also acquired 473,420 performance-based restricted stock units, which vest only if the company’s volume weighted average trading price reaches $6.49, $7.57, and $8.66 for 20 consecutive trading days within three years of the grant date and he remains in service. After these grants, he beneficially owns 3,347,976 Class A common units, including 668,428 shares of Class A common stock, 1,353,940 restricted stock units, and 1,325,608 fully vested stock 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

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^*

Wilson Bill

(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)

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

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		231,054	A	$5.41	2,874,556	D
Class A Common Units(2)	01/14/2026		A		473,420	A	$5.41	3,347,976(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 115,420, 153,752 and 204,248 of the performance-based restricted stock units, respectively.

3. Includes: i) 668,428 shares of Class A common stock that are not subject to vesting or transfer restrictions; ii) 1,353,940 restricted stock units and iii) 1,325,608 options to purchase Class A common stock that are fully vested and not subject to transfer restrictions.

Remarks:

	/s/ Bill Wilson	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) CEO Bill Wilson report?

Bill Wilson reported acquiring Class A common units on January 14, 2026, including 231,054 time-based restricted stock units and 473,420 performance-based restricted stock units, both reported at a reference price of $5.41 per unit.

How do Bill Wilson’s time-based restricted stock units in TSQ vest?

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

What performance conditions apply to Bill Wilson’s performance-based RSUs at Townsquare Media (TSQ)?

The performance-based restricted stock units vest only if a specified volume weighted average trading price is achieved over 20 consecutive trading days between the grant date and the third anniversary, with VWAP targets of $6.49, $7.57, and $8.66 triggering vesting of 115,420, 153,752, and 204,248 units, respectively, subject to continued service.

How many Townsquare Media securities does Bill Wilson beneficially own after this Form 4?

Following the reported transactions, Bill Wilson beneficially owns 3,347,976 Class A common units, which include 668,428 shares of Class A common stock, 1,353,940 restricted stock units, and 1,325,608 fully vested stock options to purchase Class A common stock.

Is Bill Wilson’s ownership in Townsquare Media (TSQ) direct or indirect?

The reported holdings in this Form 4 are listed as direct (D) ownership, with no separate nature of indirect beneficial ownership specified.

What roles does Bill Wilson hold at Townsquare Media (TSQ)?

Bill Wilson is reported as both a director and an officer, serving as the company’s Chief Executive Officer.