Townsquare Media (NYSE: TSQ) SVP granted major equity awards and sells shares

Rhea-AI Filing Summary

Townsquare Media, Inc. executive Robert L. Worshek, SVP and Chief Accounting Officer, reported a mix of equity grants and a share sale. On May 27, 2026, he received a stock award of 34,299 Class A shares that vested immediately at $6.56 per share, plus options for 250,000 and 280,129 shares at a $6.56 exercise price with time-based and performance-based vesting conditions.

On May 28, 2026, he sold 34,299 Class A shares in open-market transactions at a weighted average price of $6.62, within a $6.60–$6.70 range, and held 142,722 shares directly afterward. Footnotes indicate 136,494 options are already fully vested, while additional options vest over three years and upon achieving volume-weighted average price targets of $7.87, $9.18, and $10.50.

Insider Trade Summary

Net Seller: 34,299 shares ($227,059)

Net Sell 4 txns

Insider WORSHEK ROBERT L.

Role SVP, Chief Accounting Officer

Sold 34,299 shs ($227K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	34,299	$6.62	$227K
Grant/Award	Class A Common Stock	250,000	$6.56	$1.64M
Grant/Award	Class A Common Stock	280,129	$6.56	$1.84M
Grant/Award	Class A Common Stock	34,299	$6.56	$225K

Holdings After Transaction: Class A Common Stock — 142,722 shares (Direct, null)

Footnotes (1)

1. The shares reported herein represent the grant of a stock award, which vests immediately. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.60 to $6.70. The Reporting Person undertakes, upon request by the Staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price. Includes: i) 6,228 shares of Class A common stock that are not subject to vesting or transfer restrictions and ii) 136,494 options to purchase Class A common stock that are fully vested and not subject to transfer restrictions. The Reporting Person's time-based options 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. The Reporting Person's options reported in this row will vest and become exercisable 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 $7.87, $9.18, and $10.50, will result in the vesting of 85,911, 92,592, and 101,626 options, respectively. Includes 136,494 options to purchase Class A common stock that are fully vested and not subject to transfer restrictions.

Key Figures

Shares sold: 34,299 shares Sale price range: $6.60–$6.70 per share Stock award: 34,299 shares at $6.56 +5 more

8 metrics

Shares sold 34,299 shares Open-market sale at weighted average $6.62 on May 28, 2026

Sale price range $6.60–$6.70 per share Price range for the 34,299 shares sold

Stock award 34,299 shares at $6.56 Class A stock award vesting immediately on May 27, 2026

Option grant 1 250,000 options at $6.56 Time-based vesting through the third anniversary of grant

Option grant 2 280,129 options at $6.56 Performance-based vesting linked to VWAP targets

Shares held after sale 142,722 shares Direct Class A holdings following May 28, 2026 sale

Fully vested options 136,494 options Options fully vested and not subject to transfer restrictions

VWAP vesting targets $7.87, $9.18, $10.50 VWAP levels for performance option tranches of 85,911, 92,592, 101,626

Key Terms

stock award, weighted average price, volume weighted average trading price ("VWAP"), options to purchase Class A common stock, +1 more

5 terms

stock award financial

"The shares reported herein represent the grant of a stock award, which vests immediately."

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

volume weighted average trading price ("VWAP") financial

"will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") over a period of 20 consecutive trading days"

options to purchase Class A common stock financial

"Includes 136,494 options to purchase Class A common stock that are fully vested"

vesting date financial

"subject to the Reporting Person's continued service through each applicable vesting date."

Form 4 Insider Transactions: What Each Field Means →

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^*

WORSHEK ROBERT L.

(Last) (First) (Middle)

4 MANHATTANVILLE ROAD

SUITE 107

(Street)

PURCHASE NEW YORK 10577

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	SVP, Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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

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

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

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	05/27/2026		A		34,299(1)	A	$6.56	177,021	D
Class A Common Stock	05/28/2026		S		34,299	D	$6.62(2)	142,722(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
Class A Common Stock	$6.56	05/27/2026		A		250,000		(4)	05/27/2036	Option to Purchase Class A Common Stock	250,000	$6.56	717,855	D
Class A Common Stock	$6.56	05/27/2026		A		280,129		(5)	05/27/2036	Option to Purchase Class A Common Stock	280,129	$6.56	997,984(6)	D

Explanation of Responses:

1. The shares reported herein represent the grant of a stock award, which vests immediately.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.60 to $6.70. The Reporting Person undertakes, upon request by the Staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

3. Includes: i) 6,228 shares of Class A common stock that are not subject to vesting or transfer restrictions and ii) 136,494 options to purchase Class A common stock that are fully vested and not subject to transfer restrictions.

4. The Reporting Person's time-based options 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.

5. The Reporting Person's options reported in this row will vest and become exercisable 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 $7.87, $9.18, and $10.50, will result in the vesting of 85,911, 92,592, and 101,626 options, respectively.

6. Includes 136,494 options to purchase Class A common stock that are fully vested and not subject to transfer restrictions.

Remarks:

	/s/ Robert L. Worshek	05/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did TSQ executive Robert L. Worshek report?

Robert L. Worshek reported a stock award, option grants, and a sale. He received 34,299 Class A shares and options for 250,000 and 280,129 shares, then sold 34,299 shares at a weighted average price of $6.62.

How many Townsquare Media (TSQ) shares did the insider sell and at what price?

Worshek sold 34,299 shares of Townsquare Media Class A Common Stock. The weighted average sale price was $6.62 per share, with individual trades executed between $6.60 and $6.70, as disclosed in the pricing footnote.

What equity awards did TSQ grant to Robert L. Worshek in this Form 4?

He received 34,299 Class A shares as a stock award that vested immediately, plus stock options covering 250,000 and 280,129 shares at a $6.56 exercise price. These options carry time-based and performance-based vesting conditions extending up to three years.

What are the vesting conditions for the TSQ performance-based options reported?

The performance-based options vest only if volume weighted average price targets are met. Vesting tranches of 85,911, 92,592, and 101,626 options require VWAP levels of $7.87, $9.18, and $10.50 over 20 consecutive trading days within three years.

How many Townsquare Media (TSQ) shares does the insider hold after these transactions?

After the reported sale, Worshek holds 142,722 Class A shares directly. Footnotes also note 136,494 fully vested options to purchase Class A shares, in addition to newly granted options subject to future time-based and performance vesting.