Townsquare Media (TSQ) COO reports sale to cover RSU tax withholding

Rhea-AI Filing Summary

Townsquare Media, Inc. reported an insider equity transaction by its Chief Operating Officer. On 12/29/2025, the COO sold 5,693 shares of Class A common stock at $5.061 per share. The filing explains that these shares were sold to cover tax withholding requirements following the vesting of restricted stock units, meaning the transaction was tied to equity compensation rather than an open-market discretionary sale.

After this transaction, the COO beneficially owned a total of 754,798 Class A-related interests, consisting of 110,477 shares of Class A common stock without vesting or transfer restrictions, 242,127 restricted stock units, and 402,194 fully vested stock options to purchase Class A common stock that are not subject to transfer restrictions. All reported holdings are listed as directly owned.

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
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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.

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)
12/29/2025

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	12/29/2025		S		5,693(1)	D	$5.061	754,798(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. Represents shares sold to cover tax withholding requirements following the vesting of restricted stock units.

2. Includes: i) 110,477 shares of Class A common stock that are not subject to vesting or transfer restrictions; ii) 242,127 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	12/31/2025
	** 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 insider transaction did Townsquare Media (TSQ) disclose in this filing?

The filing reports that the Chief Operating Officer of Townsquare Media, Inc. sold 5,693 shares of Class A common stock on 12/29/2025 at a price of $5.061 per share.

Why did the Townsquare Media (TSQ) COO sell 5,693 shares?

The filing states that the 5,693 shares were sold to cover tax withholding requirements following the vesting of restricted stock units, indicating the sale was connected to equity compensation.

How many Townsquare Media (TSQ) shares and awards does the COO own after the transaction?

After the transaction, the COO beneficially owned interests tied to 754,798 Class A shares, including 110,477 unrestricted Class A shares, 242,127 restricted stock units, and 402,194 fully vested stock options.

What is the role of the reporting person in Townsquare Media (TSQ)?

The reporting person is an officer of Townsquare Media, Inc. and serves as the company’s Chief Operating Officer (COO).

Was the Townsquare Media (TSQ) insider transaction part of a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate if a transaction was made under a Rule 10b5-1(c) plan, but the provided content does not show that box as selected.

Are the Townsquare Media (TSQ) COO’s reported holdings direct or indirect?

The form describes the COO’s 754,798 Class A-related interests as held with direct ownership.