Insider Grant: Stephen Kaplan Receives Restricted TSQ Shares, Vests in One Year

Rhea-AI Filing Summary

Townsquare Media director Stephen A. Kaplan acquired 46,509 shares of Class A common stock on 08/11/2025 at a weighted average price of $6.77. After the transaction he beneficially owns 198,618 shares, including 184,317 shares that are not subject to vesting or transfer restrictions. The 46,509 shares were reported as a grant of restricted stock for Board services and vest 100% on the first anniversary. Reported purchase prices ranged from $6.69 to $6.80.

Positive

• Director received 46,509 shares, showing continued equity-based compensation tied to Board service
• Post-transaction beneficial ownership of 198,618 shares, indicating meaningful insider stake
• 184,317 shares are unrestricted, giving the reporting person significant non‑restricted ownership
• Restricted award vests 100% on the first anniversary, aligning director incentives with ongoing service

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received a restricted-stock grant and modestly increased reported beneficial ownership; transaction appears routine.

The Form 4 shows a grant/acquisition of 46,509 Class A shares at a weighted average price of $6.77, with post-transaction beneficial ownership of 198,618 shares. The award vests fully in one year, which aligns compensation with continued service rather than immediate liquidity. Price dispersion was $6.69–$6.80, and the filing discloses 184,317 unrestricted shares already owned. For investors this is a governance/compensation disclosure rather than a material capital event.

Corporate Governance Expert

TL;DR: Vesting schedule and existing unrestricted holdings indicate alignment with shareholders but not a material change to ownership control.

The report identifies the transaction as a restricted-stock grant tied to Board service that vests 100% after one year, which is a common retention mechanism. The director's total beneficial stake of 198,618 shares, including 184,317 unrestricted, suggests meaningful individual ownership but no transfer restrictions on the bulk of holdings. This filing signals standard director compensation and alignment, without evidence of control shifts or transactional urgency.

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^*

KAPLAN STEPHEN A

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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(1)	08/11/2025		P		46,509	A	$6.77(2)	198,618(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 shares reported herein represent a grant of restricted stock made to the Reporting Person in respect of his services on the Company's Board of Directors. This award of restricted stock vests with respect to 100% of the shares on the first anniversary of the grant.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.69 to $6.80. 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 purchased at each separate price.

3. Includes 184,317 shares of Class A common stock that are not subject to vesting or transfer restrictions.

Remarks:

	/s/ Stephen A. Kaplan	08/13/2025
	** 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 transaction did Stephen A. Kaplan report on Form 4 for TSQ?

The Form 4 reports a grant/acquisition of 46,509 Class A shares on 08/11/2025 shown at a weighted average price of $6.77.

How many TSQ shares does Stephen A. Kaplan beneficially own after the transaction?

After the reported transaction he beneficially owns 198,618 shares of Class A common stock.

Are any of Kaplan's shares restricted or unrestricted?

The filing states the 46,509-share award is restricted and vests 100% on the first anniversary; it also discloses 184,317 shares that are not subject to vesting or transfer restrictions.

What price range was disclosed for the purchased shares?

The shares were purchased in multiple transactions at prices ranging from $6.69 to $6.80, with a reported weighted average of $6.77.

Does the Form 4 indicate whether the transaction was a purchase or compensation grant?

The Explanation states the reported shares represent a grant of restricted stock made in respect of Board services; the transaction code reported is consistent with a purchase/grant.