Townsquare Media, Inc. — Amendment No. 5 to a joint Schedule 13G/A reports beneficial ownership by MSD Capital, SOF Investments entities and affiliated individuals. The filing shows 1,227,024 shares held by MSD Capital (and related reporting persons), representing 7.2% of Class A on an as‑converted basis.
The percentages are calculated using 16,638,496 shares of Class A Common Stock outstanding as of May 6, 2026, and assume conversion of reported Class C shares into Class A shares. Ownership is reported as shared voting and dispositive power; sole voting and dispositive power are zero.
Positive
None.
Negative
None.
Insights
Joint filing clarifies collective beneficial ownership and voting/dispositive arrangements.
The filing lists MSD Capital, two SOF Investments entities and three affiliated individuals as Reporting Persons with shared voting and shared dispositive power over specified Class A shares. It explicitly states sole voting and sole dispositive power are 0.
Key dependencies include the assumed conversion of Class C to Class A and the as of share count of 16,638,496 from the issuer's Form 10‑Q. Subsequent filings would show any change in percentages or conversions.
Key Figures
MSD Capital holdings:1,227,024 sharesSOF Investments holdings:125,734 sharesSOF Investments Private V holdings:1,101,290 shares+4 more
7 metrics
MSD Capital holdings1,227,024 sharesreported beneficial ownership by MSD Capital and related reporting persons
SOF Investments holdings125,734 sharesreported beneficial ownership by SOF Investments, L.P.
SOF Investments Private V holdings1,101,290 sharesreported beneficial ownership by SOF Investments, L.P. - Private V
Shares outstanding used16,638,496 sharesClass A Common Stock outstanding as of <date>May 6, 2026</date>
MSD Capital percent7.2%percent of Class A on an as‑converted basis
SOF Investments percent0.8%percent of Class A on an as‑converted basis
SOF Investments Private V percent6.4%percent of Class A on an as‑converted basis
Key Terms
Class C Common Stock convertible, beneficially owned, shared dispositive power, Joint Filing Agreement
4 terms
Class C Common Stock convertibleregulatory
"The Class C Common Stock is convertible at any time into an equal number of shares of Class A"
beneficially ownedfinancial
"Amount beneficially owned: MSD Capital - 1,227,024"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 1,227,024.00"
Joint Filing Agreementlegal
"The Reporting Persons have entered into a Joint Filing Agreement, dated May 15, 2026"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Townsquare Media, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
892231101
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
892231101
1
Names of Reporting Persons
MSD Capital, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,227,024.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,227,024.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,227,024.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
892231101
1
Names of Reporting Persons
SOF Investments, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
125,734.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
125,734.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
125,734.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
892231101
1
Names of Reporting Persons
SOF Investments, L.P. - Private V
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,101,290.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,101,290.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,101,290.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
892231101
1
Names of Reporting Persons
Michael S. Dell
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,227,024.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,227,024.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,227,024.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
892231101
1
Names of Reporting Persons
Gregg R. Lemkau
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,227,024.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,227,024.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,227,024.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
892231101
1
Names of Reporting Persons
Marc R. Lisker
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,227,024.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,227,024.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,227,024.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.2 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Townsquare Media, Inc.
(b)
Address of issuer's principal executive offices:
4 Manhattanville Road, Suite 107, Purchase, New York 10577
Item 2.
(a)
Name of person filing:
This Amendment No. 5 to Schedule 13G ("Amendment No. 5") is being jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), SOF Investments, L.P. ("SOF Investments"), SOF Investments, L.P. - Private V ("SOF Investments Private V"), Michael S. Dell, Gregg R. Lemkau and Marc R. Lisker (collectively, the "Reporting Persons").
The securities reported herein are owned directly by SOF Investments and SOF Investments Private V. MSD Capital is the general partner of SOF Investments and SOF Investments Private V and may be deemed to beneficially own securities owned by SOF Investments and SOF Investments Private V. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Gregg R. Lemkau and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Lemkau and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
The Reporting Persons have entered into a Joint Filing Agreement, dated May 15, 2026, a copy of which is filed with this Amendment No. 5 as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of MSD Capital, SOF Investments, SOF Investments Private V, Mr. Lemkau and Mr. Lisker is 550 Madison Avenue, 20th Floor, New York, New York 10022.
The address of the principal business office of Mr. Dell is c/o Dell, Inc., One Dell Way, Round Rock, Texas 78682.
(c)
Citizenship:
Each of MSD Capital, SOF Investments, and SOF Investments Private V, is organized as a limited partnership under the laws of the State of Delaware. Mr. Dell, Mr. Lemkau and Mr. Lisker are United States Citizens.
(d)
Title of class of securities:
Class A Common Stock
(e)
CUSIP No.:
892231101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
MSD Capital (1) - 1,227,024
SOF Investments - 125,734
SOF Investments Private V (2) - 1,101,290
Michael S. Dell (1) - 1,227,024
MSD Capital Management - 1,227,024
Gregg R. Lemkau (1) - 1,227,024
Marc R. Lisker (1) - 1,227,024
(1) Includes 727,024 shares of Class A Common Stock beneficially owned by the Reporting Person and 500,000 shares of Class C Common Stock beneficially owned by the Reporting Person. The Class C Common Stock is convertible at any time into an equal number of shares of Class A Common Stock.
(2) Includes 601,290 shares of Class A Common Stock beneficially owned by the Reporting Person and 500,000 shares of Class C Common Stock beneficially owned by the Reporting Person. The Class C Common Stock is convertible at any time into an equal number of shares of Class A Common Stock.
(b)
Percent of class:
The percentages provided herein are calculated based on (i) 16,638,496 shares of Class A Common Stock outstanding as of May 6, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2026 and (ii) assuming conversion of all Class C Common Stock beneficially owned by each of the respective Reporting Persons to Class A Common Stock.
MSD Capital - 7.2%
SOF Investments - 0.8%
SOF Investments Private V - 6.4%
Michael S. Dell - 7.2%
MSD Capital Management - 7.2%
Gregg R. Lemkau - 7.2%
Marc R. Lisker - 7.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
MSD Capital - 0
SOF Investments - 0
SOF Investments Private V - 0
Michael S. Dell - 0
MSD Capital Management - 0
Gregg R. Lemkau - 0
Marc R. Lisker - 0
(ii) Shared power to vote or to direct the vote:
MSD Capital - 1,227,024
SOF Investments - 125,734
SOF Investments Private V - 1,101,290
Michael S. Dell - 1,227,024
MSD Capital Management - 1,227,024
Gregg R. Lemkau - 1,227,024
Marc R. Lisker - 1,227,024
(iii) Sole power to dispose or to direct the disposition of:
MSD Capital - 0
SOF Investments - 0
SOF Investments Private V - 0
Michael S. Dell - 0
MSD Capital Management - 0
Gregg R. Lemkau - 0
Marc R. Lisker - 0
(iv) Shared power to dispose or to direct the disposition of:
MSD Capital - 1,227,024
SOF Investments - 125,734
SOF Investments Private V - 1,101,290
Michael S. Dell - 1,227,024
MSD Capital Management - 1,227,024
Gregg R. Lemkau - 1,227,024
Marc R. Lisker - 1,227,024
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
MSD Capital, L.P.
Signature:
/s/ Marc R. Lisker
Name/Title:
Marc R. Lisker/Manager of MSD Capital Management LLC, its General Partner
Date:
05/15/2026
SOF Investments, L.P.
Signature:
/s/ Marc R. Lisker
Name/Title:
Marc R. Lisker/Manager of MSD Capital Management LLC, the General Partner of MSD Capital, L.P., its General Partner
Date:
05/15/2026
SOF Investments, L.P. - Private V
Signature:
/s/ Marc R. Lisker
Name/Title:
Marc R. Lisker/Manager of MSD Capital Management LLC, the General Partner of MSD Capital, L.P., its General Partner
Date:
05/15/2026
Michael S. Dell
Signature:
/s/ Marc R. Lisker
Name/Title:
Marc R. Lisker/Attorney-in-Fact
Date:
05/15/2026
Gregg R. Lemkau
Signature:
/s/ Gregg R. Lemkau
Name/Title:
Gregg R. Lemkau
Date:
05/15/2026
Marc R. Lisker
Signature:
/s/ Marc R. Lisker
Name/Title:
Marc R. Lisker
Date:
05/15/2026
Exhibit Information
Exhibit Description of Exhibit
24.1 Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Schedule 13G relating to the common units of Atlas Energy, L.P. filed February 22, 2011 by MSD Capital, MSD Energy Investments, L.P. and Michael S. Dell)
99.1 Joint Filing Agreement dated May 15, 2026
What stake does MSD Capital report in Townsquare Media (TSQ)?
MSD Capital and related reporting persons report beneficial ownership of 1,227,024 shares, representing 7.2% of Class A on an as‑converted basis, calculated using 16,638,496 Class A shares outstanding as of May 6, 2026.
How is the 7.2% ownership percentage calculated for TSQ?
The percentage uses 16,638,496 Class A shares outstanding as of May 6, 2026 and assumes conversion of Class C Common Stock reported by the Reporting Persons into an equal number of Class A shares.
Do the reporting persons claim sole voting or dispositive power over these TSQ shares?
No. The filing shows 0 shares of sole voting power and sole dispositive power for each Reporting Person; the reported holdings are listed with shared voting and shared dispositive power.
Which entities and individuals are named as Reporting Persons in the amendment?
The amendment is jointly filed by MSD Capital, L.P., SOF Investments, L.P., SOF Investments, L.P. - Private V, and individuals Michael S. Dell, Gregg R. Lemkau, and Marc R. Lisker, per a Joint Filing Agreement dated May 15, 2026.
How many shares do the SOF Investments entities report owning in TSQ?
SOF Investments reports 125,734 shares (0.8%); SOF Investments Private V reports 1,101,290 shares (6.4%), on an as‑converted basis using the issuer's outstanding share count as of May 6, 2026.
