DEF 14A of Townsquare Media, Inc., Mar 27, 2026

DEF 14A of Townsquare Media, Inc.

Filed Mar 27, 2026 · FY20250001499832-26-000023

Open on EDGAR

  1. TABLE OF CONTENTS

    | DIRECTORS AND CORPORATE GOVERNANCE | 1 | | DIRECTOR COMPENSATION | 9 | | EXECUTIVE OFFICERS | 12 | | NAMED EXECUTIVE OFFICER COMPENSATION | 13 | | NAMED EXECUTIVE OFFICER COMPENSATION TABLES | 18 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 27 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 29 | | AUDIT COMMITTEE REPORT | 30 | | OTHER AUDIT COMMITTEE MATTERS | 31 | | PROPOSALS | 32 | | PROPOSAL ONE - ELECTION OF CLASS III DIRECTORS. | 33 | | PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 | 34 | | PROPOSAL THREE - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 35 | | PROPOSAL FOUR - ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION | 36 | | GENERAL INFORMATION | 37 | | DELINQUENT SECTION 16(A) REPORTS | 44 | | OTHER MATTERS | 44 |

  2. Class III Director Nominees for Election to the Board

    Class III Director Nominees for Election to the Board Listed below are the Class III director nominees for election, each of whom currently serves on the Board. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the two nominees named in this Proxy Statement. Each of the directors listed below has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. Each director elected at the Annual Meeting will hold office until the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. Should any nominee be unable to accept nomination or election, the persons named as proxies may vote for a substitute nominee recommended by the Board. Alternatively, the Board may leave the position vacant or reduce the size of the Board.

  3. Class III Director Nominees for Election to the Board

    | Name | Class and Term | Age as of the Annual Meeting | Position with the Company | | Stephen Kaplan | Class III - 2026 | 67 | Director | | Bill Wilson | Class III - 2026 | 57 | Chief Executive Officer and Director |

  4. Class III Director Nominees for Election to the Board

    The Board and the Nominating and Corporate Governance Committee believe the skills, qualities, attributes and experience of Messrs. Kaplan and Wilson, together with the continuing members of the Board, provide the Company with business acumen and a diverse range of perspectives to engage each other and management to oversee and address effectively the Company’s evolving needs and represent the best interests of the Company’s stockholders. The biographies below describe the skills, qualities, attributes and experiences of Messrs. Kaplan and Wilson that led the Board and the Nominating and Corporate Governance Committee to determine that it was in the best interests of the Company and its stockholders to nominate these directors. Stephen Kaplan. Mr. Kaplan joined Townsquare’s Board in 2010. Mr. Kaplan is Chairman of Nalpak Capital, a private investment firm that he founded in May 2017. Mr. Kaplan served as an Advisory Partner of Oaktree Capital Management L.P. (“Oaktree”) from January 2017 until December 2019, and prior to that he was a Principal and head of Oaktree’s Special Situations Group. Mr. Kaplan joined Oaktree in 1995, having previously served as a managing director of TCW and portfolio manager in the TCW Special Credits Group. Prior to joining TCW in 1993, Mr. Kaplan was a partner with the law firm of Gibson, Dunn & Crutcher. He previously served on the boards of Oaktree Capital Group, LLC, Regal Entertainment Group, Alliance HealthCare Services, Inc. (formerly Nasdaq: AIQ), Genco Shipping and Trading Ltd. (NYSE: GNK), and General Maritime Corporation (formerly NYSE: GMR). In addition, he currently serves on the boards of several private companies and nonprofit organizations, including the UCLA Jonsson Comprehensive Cancer Center Foundation, the New York University School of Law Foundation, the LA84 Foundation, and Fruitist (fka Agrovision Corp.). Mr. Kaplan graduated with a B.S. degree in political science summa cum laude from the State University of New York at Stony Brook and a J.D. from the New York University School of Law. Mr. Kaplan is qualified to serve on Townsquare’s Board due to his substantial management, finance, public company board and legal experience. Bill Wilson. Mr. Wilson joined Townsquare’s Board in March 2018. Mr. Wilson joined Townsquare in September 2010 and, prior to his appointment as Chief Executive Officer in January 2019, served as Co-Chief Executive Officer beginning in October 2017. Prior to his appointment as Co-Chief Executive Officer, Mr. Wilson served as Executive Vice President and Chief Content & Digital Officer of the Company since September 2010. Previously, Mr. Wilson was President of AOL Media from 2006 to May 2010 where he had overall responsibility for AOL’s global content strategy. In his nine years at AOL, he also served in a number of roles including President, AOL Programming & Studios and Executive Vice President, AOL Programming. Under his leadership, AOL’s content sites grew to reach more than 75 million monthly unique visitors domestically and over 150 million worldwide. Prior to joining AOL in 2001, Mr. Wilson served as Senior Vice President for Worldwide Marketing at Bertelsmann Music Group (BMG), which he joined in 1992, and was responsible for worldwide marketing including artist, digital and non-traditional marketing across more than 50 countries for the world’s biggest artists including Dave Matthews Band, OutKast, Foo Fighters, Whitney Houston, Annie Lennox, Santana and numerous major recording artists over his tenure at BMG. Mr. Wilson started his career at BMG subsidiary Arista Records under the guidance of Clive Davis and Richard Sanders, where he was a product manager working with artists across numerous genres including Notorious B.I.G., TLC, Sarah McLachlan, Kenny G and Spiritualized. Mr. Wilson won an Emmy Award in 2006 for the record setting Live 8 program and was named to the Hollywood Reporter’s “Digital Power List” in 2008, which profiles the 50 people who most influence the creation and distribution of content online. In addition, he was profiled in Crain’s New York Business’ “40 under Forty” and Billboard’s “Power Players” in Digital Entertainment in 2005, as well as Hollywood Reporter’s “Next Generation” in 2003, and Radio Ink’s “Most Powerful in Radio” in 2018, 2019, 2020, 2021, and 2022. Mr. Wilson was voted the Radio Board Chair of the National Association of Broadcasters (“NAB”) in June 2021, after serving on the Executive Board of the NAB since 2020 and previously serving as an NAB Board Member. Mr. Wilson was also recently recognized as 2021 “Executive of The Year” by Radio Ink. Mr. Wilson graduated summa cum laude from the State University of New York at Stony Brook with a B.A. in economics and a B.S. in business management and earned a M.B.A. with honors in finance and marketing from Rutgers University’s Graduate School of Management. As our Chief Executive Officer (or Co-Chief Executive Officer) since October 2017, and our Executive Vice President, Chief Content and Digital Officer prior to that, with responsibility for management of our digital operations, Mr. Wilson contributes critical knowledge to the Board regarding day-to-day operations, operational and financial goals, strategies and performance, effectiveness of the management team, and the corporate culture of the Company.

  5. Directors Continuing in Office

    Directors Continuing in Office The following sets forth information regarding the Company’s directors continuing in office. The biographies below describe the skills, qualities, attributes and experiences of the continuing directors that led the Board and the Nominating and Corporate Governance Committee to determine that it is appropriate for these directors to continue their service on the Board.

  6. Directors Continuing in Office

    | Name | Class and Term | Age as of the Annual Meeting | Position with the Company | | B. James Ford | Class I - 2027 | 57 | Director | | Gary Ginsberg | Class II - 2028 | 63 | Director | | David Lebow | Class I - 2027 | 64 | Director | | Steven Price | Class II - 2028 | 64 | Executive Chairman of the Board of Directors | | Gary D. Way | Class I - 2027 | 68 | Director |

  7. Directors Continuing in Office

    B. James Ford. Mr. Ford joined Townsquare’s Board in 2010. Mr. Ford has been the Chairman of FRD, LLC, a merchant bank and family investment office, since July 2019. Mr. Ford previously served as a Senior Advisor of the Los Angeles Organizing Committee of the Olympic and Paralympic Games 2028 from 2016 through December 2024. Prior thereto, Mr. Ford was Managing Director and Portfolio Manager of Oaktree’s Global Principal Group where he was responsible for overseeing all activities of the Global Principal Group, including investment commitments and approvals, client relations and administrative and personnel-related matters. Mr. Ford joined Oaktree in 1996 and was involved in sourcing and executing a number of the firm’s most significant investments and led the group’s efforts in the media and energy sectors prior to being named a portfolio manager in 2006. He also served as a Senior Advisor to Oaktree from 2016 to 2017. Mr. Ford worked extensively with a variety of Oaktree portfolio companies, including serving on the boards of directors of numerous private and public companies. Mr. Ford earned a B.A. in Economics from the University of California at Los Angeles and an M.B.A. from the Stanford University Graduate School of Business. He serves as an active member of the Advisory Council of the Stanford Graduate School of Business and the Children’s Bureau, and sits on the charity board of the Los Angeles Fire Department Foundation. Mr. Ford is qualified to serve on Townsquare’s Board due to his significant management, investment and financial experience and expertise in overseeing corporate governance matters as a result of his prior role at Oaktree and his service as a director of multiple public and private companies. Gary Ginsberg. Mr. Ginsberg joined Townsquare’s Board in 2010. Mr. Ginsberg was the Senior Vice President and Global Head of Communications for Softbank Group Corp. from November 2018 to December 2020. Previously, Mr. Ginsberg was Executive Vice President of Corporate Marketing and Communications at Time Warner Inc. Before joining Time Warner in February 2010, Mr. Ginsberg was the Executive Vice President of Global Marketing and Corporate Affairs at News Corporation. Mr. Ginsberg coordinated and executed News Corp.’s global marketing and investor relations programs, as well as its corporate affairs, strategic communications and philanthropic efforts. Mr. Ginsberg joined News Corporation in 1999 as Executive Vice President of Corporate Communications. He was appointed to News Corp.’s Executive Management Committee in 2000 and to the seven-member Office of the Chairman in 2007. Prior to News Corp., Mr. Ginsberg was a managing director at the New York-based strategic consulting firm of Clark & Weinstock. Previously, he was a senior editor and counsel at George, the monthly political magazine, and a former Assistant Counsel to President Clinton. Mr. Ginsberg began his professional career as an attorney with Simpson Thacher & Bartlett. Mr. Ginsberg has served on the board of directors of Schrödinger, Inc. (NASDAQ: SDGR) since April 2020, and currently serves on the audit committee. Mr. Ginsberg served on the board of directors of Synacor, Inc. (NYSE: SYNC) from December 2011 to June 2020. He is a graduate of the Columbia University School of Law, where he was a Harlan Fiske Stone Scholar. He received his undergraduate degree magna cum laude from Brown University, where he was elected to Phi Beta Kappa. Mr. Ginsberg is qualified to serve on Townsquare’s Board due to his substantial operational and management experience in the Company’s industry, his strong background in corporate strategy and business development, and his public company Board experience. David Lebow. Mr. Lebow joined Townsquare’s Board in 2010. Mr. Lebow is Chief of Staff at Draft Kings, Inc. Prior to joining Draft Kings in April 2018, Mr. Lebow was an investor, advisor and independent management consultant. Previously, Mr. Lebow was Chief Revenue Officer at YP, overseeing a 3,000-person sales organization, until April 2017. Prior to joining YP in December 2012, Mr. Lebow served as President-Revenue of Group Commerce in NYC, a role he assumed in June 2011. He served as Acting Chief Executive Officer and a director of Oberon Media, Inc. from October 2010 through February 2011 and served as Chief Executive Officer/President of Internet Broadcasting Systems, from July 2007 through June 2010. He also served as a board member of Internet Broadcasting Systems. Mr. Lebow was Executive Vice President and General Manager of AOL Media Networks from 2002 to 2007. He served as senior vice president of Emmis Communications, a diversified media company. He also oversaw media properties for AMFM/Chancellor Media. In January 2010, he was elected to the Ithaca College Board of Trustees where he served as Vice Chairman. Mr. Lebow graduated from Ithaca College in 1983 with a degree in broadcast communications management. Mr. Lebow is qualified to serve on Townsquare’s Board due to his substantial experience in the Company’s industry and his significant management experience. Steven Price. Mr. Price co-founded Townsquare in May 2010. He served as the Company’s Chief Executive Officer from its founding in 2010 through October 2017, and has served as its Executive Chairman since October 2017. He is also Co-Founder & CEO of 25Madison, a startup studio that invests in and accelerates early-stage startups. Prior to co-founding FiveWire Media Ventures, LLC, an entity formed in 2008 for the purposes of investing in the Company (“FiveWire”), Mr. Price was a Senior Managing Director at New York-based private equity firm Centerbridge Partners from 2006 to January 2009 and, before that, he held a similar position at Spectrum Equity Investors from 2004 to 2006. Before joining the private equity business, Mr. Price served in the Pentagon as Deputy Assistant Secretary of Defense (Spectrum, Space, and Communications) from 2001 to 2004. Prior to joining the Pentagon, he served as President and CEO of LiveWire Ventures from 1998 to 2001, a software and services company he founded in 1998 with Mr. Rosenstein. Mr. Price was also formerly the President and CEO of PriCellular Corporation, a publicly traded cellular phone operator focused on small to mid-sized markets, which was sold in 1998 for $1.4 billion. Earlier in his career, Mr. Price worked as an attorney at Davis, Polk & Wardwell and as an investment banker at Goldman Sachs. Mr. Price graduated magna cum laude from Brown University where he was elected Phi Beta Kappa, and earned a J.D. from the Columbia University School of Law. Mr. Price is qualified to serve on Townsquare’s Board due to his substantial operational and management experience in the Company’s industry, including seven years as Chief Executive Officer of the Company, his public company board and management experience, and his extensive investment and entrepreneurial experience.

  8. Directors Continuing in Office

    Gary D. Way. Mr. Way joined Townsquare’s Board in January 2023. Mr. Way retired in October 2020 from his role as General Counsel of the Jordan Brand, a division of NIKE, Inc. (“NIKE”) (NYSE: NKE), having served in such capacity since February 2017. Additionally, he served as Counsel and Secretary to the Jordan Advisory Board from its establishment in 2019 until his retirement in 2020. Prior to his service at the Jordan Brand, Mr. Way served as a member of the NIKE Corporate Leadership Team from 2013 to 2017, the Vice President and Global Counsel of the worldwide NIKE Sports Marketing organization from 2013 to 2017, and from 2007 to 2017 was a member of the NIKE Legal Department Leadership Team and headed the department’s Sports Marketing Center of Excellence. Prior to joining NIKE in 1996, Mr. Way served in the Legal Department of the National Basketball Association for ten years after previously serving as a litigation associate at Haight, Gardner, Poor & Havens in New York City. Mr. Way currently serves on the boards of several nonprofit organizations, including as a member of the Board of Trustees of the New York University School of Law Foundation, the Dean’s Advisory Council at the Rutgers School of Arts and Sciences and the Board of Advisors of the National Sports Law Institute at Marquette University Law School. Mr. Way received a B.A. in English from Rutgers College, was a Distinguished Military Graduate of the Rutgers University ROTC program, and commissioned into the U.S. Army Reserve-Military Police Corps. Mr. Way earned a J.D. from the New York University School of Law, and completed the Directors’ Consortium program at the Stanford Graduate School of Business, and the Program on Corporate Compliance and Enforcement at the NYU School of Law's 5th Annual Directors’ Academy. Mr. Way is qualified to serve on Townsquare’s Board due to his extensive experience with enterprise risk management, business growth and transformation, as well as his ample corporate legal experience.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee is authorized to establish the amount and form of compensation to be paid to directors.

  10. Non-Employee Director Compensation

    Non-Employee Director Compensation The Compensation Committee has designed the non-employee director compensation program to attract and retain qualified independent and other non-employee directors to serve on the Board and to further align their interests with stockholders. The non-employee director compensation program in effect for 2025 service was initially implemented in 2018, and most recently revised in 2023, and consists of an annual cash retainer for Board service, an annual cash retainer for Committee Chair leadership, and an annual equity award. Review of Benchmarking Data. Periodically, the Compensation Committee has analyzed peer group and general industry data to determine whether any program changes were warranted. Willis Tower Watson PLC (“WTW”), an independent compensation consultant, was last engaged in 2022, to conduct a benchmarking study of the non-employee director compensation program and stock ownership guidelines. WTW reviewed data from the Compensation Committee’s peer group for executive compensation and a general industry group. Based on such benchmarking, the Compensation Committee determined to increase the non-employee director compensation program effective in 2023 for Board and Committee service beginning in 2022 to align the program near the market median for the peer group and general industry group. In addition, the Compensation Committee approved stock ownership guidelines for the non-employee directors that also were aligned with the peer group median, as described further below. The Compensation Committee did not engage WTW to conduct a benchmarking study of the non-employee director compensation program in 2024 or 2025. Non-Employee Director Stock Ownership Guidelines. The Compensation Committee approved stock ownership guidelines in 2023 for non-employee directors to further align their long-term interests with stockholders, to mitigate risk of focusing on short-term gains at the expense of long-term value, and to enhance an ownership-based culture focused on long-term growth and success. The stock ownership guidelines require non-employee directors to hold an aggregate value of qualifying shares equal to three times the annual cash retainer for Board service (equal to $210,000 as of the date hereof). Such ownership will be measured annually as of the first trading day of each calendar year, based on the closing price of the Company’s Class A common stock on the prior trading day. Non-employee directors generally must achieve the ownership requirement within five years of becoming subject to the guidelines, and must retain 33% of the cumulative shares granted under the non-employee director compensation program, with specified exceptions for payment of the exercise price of stock options and tax withholding for equity awards. All non-employee directors of our Board are in compliance with our stock ownership guidelines. The non-employee director compensation program in 2025 (for 2024 Board and Committee service) and 2026 (for 2025 Board and Committee service) is set forth below.

  11. Non-Employee Director Compensation

    | Component | 2025 and 2026 ($) | | Annual Cash Retainer – Board | 70,000 | | Annual Cash Retainer – Committee Chair | 25,000 | | Annual Equity Grant – Restricted Stock | 130,000 |

  12. Non-Employee Director Compensation in 2025 (for 2024 Service)

    Non-Employee Director Compensation in 2025 (for 2024 Service) Cash Retainer. The annual cash retainers were paid in January 2025. Equity. The Compensation Committee granted the Restricted Stock awards in January 2025.

  13. Non-Employee Director Compensation in 2026 (for 2025 Service)

    Non-Employee Director Compensation in 2026 (for 2025 Service) Cash Retainer. The annual cash retainers were paid in January 2026. Equity. The Compensation Committee granted the Restricted Stock awards in January 2026.

  14. 2025 Director Compensation Table

    2025 Director Compensation Table The table below summarizes the director compensation earned or paid to Messrs. Ford, Ginsberg, Kaplan, Lebow, Price, and Way for 2025. Cash and annual equity retainers are made in arrears, with cash payments made in full and equity awards granted in the first quarter of the year immediately following for Board and Committee service in the applicable year. In accordance with SEC rules, the 2025 Director Compensation Table includes the annual cash retainers paid in January 2026 for 2025 service, and the annual equity awards granted in January 2025 for 2024 service. The annual equity awards granted in January 2026 for 2025 service will be included in the 2025 Director Compensation Table. The Compensation Committee grants restricted shares of the Company’s Class A common stock (“Restricted Stock”) to the non-employee directors, subject to continued service through the grant date. Such Restricted Stock vests in full on the first anniversary of the grant date, subject to continued service through the vesting date. The number of shares of Restricted Stock granted is determined based on the closing price of the Company’s Class A common stock on the trading day immediately prior to the grant date; therefore, such grant value may not equal the grant date fair value in the 2025 Director Compensation Table below, which is calculated using the closing trading price on the grant date.

  15. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | B. James Ford | 120,000 | 130,000 | 7,336 | 257,336 | | Gary Ginsberg | 70,000 | 130,000 | 7,336 | 207,336 | | Stephen Kaplan | 95,000 | 130,000 | 7,336 | 232,336 | | David Lebow | 70,000 | 130,000 | 7,336 | 207,336 | | Steven Price | 350,000 | — | 83,422(4) | 433,422 | | Gary D. Way | 70,000 | 130,000 | 7,336 | 207,336 |

  16. 2025 Director Compensation Table

    (1) Reflects the cash retainer paid in the first quarter of 2026, representing services provided in 2025. (2) Reflects the grant date fair value of the Restricted Stock granted in January 2025 (representing 2024 services) determined in accordance with ASC 718, which was the closing price of the Company’s Class A common stock on the day prior to the grant date multiplied by the number of shares subject to the award. This stock award column does not include the value of dividends paid on unvested restricted stock, which are included in this table under “All Other Compensation.” (3) This column includes dividends issued on unvested Restricted Stock, as applicable. (4) Includes the cost of insurance premiums for health insurance in the amount of $53,205, an automobile and commuting allowance in the amount of $18,000, and parking expenses in the amount of $12,217.

  17. Executive Director Compensation

    Executive Director Compensation In connection with Steven Price’s appointment as Executive Chairman of the Board in October 2017, he and the Company entered into a letter agreement (the “Executive Chairman Agreement”) that provides for an annual base salary of $500,000. The Executive Chairman Agreement provides that upon cessation of Mr. Price’s service as Executive Chairman, all of his unvested stock options will vest and remain exercisable for five years (or if earlier, until the stated term of the award). Under the terms of the Executive Chairman Agreement, Mr. Price is subject to customary non-solicitation and non-competition covenants for the duration of his service as Executive Chairman and for a period of twelve months and six months thereafter, respectively. On December 9, 2019, the Company entered into a letter agreement with Mr. Price, amending the Executive Chairman Agreement (such letter agreement, the “Price Agreement Amendment”). Pursuant to the Price Agreement Amendment, in the event the Company terminates Mr. Price’s service without cause or Mr. Price terminates his service for good reason within 12 months following a change in control of the Company, Mr. Price will be eligible to receive one times his annual base salary then in effect. In the event the Company terminates Mr. Price’s service without cause and a change in control is consummated within six months following the date of such termination, Mr. Price will be eligible to receive one half of his annual base salary then in effect. The definition of cause under the Price Agreement Amendment is the same as that defined below for the NEO Employment Agreements. “Good Reason” is defined in the Price Agreement Amendment as an occurrence of any of the following events or conditions without the Mr. Price’s consent that are not cured by the Company (if susceptible to cure by the Company) within 30 days after Mr. Price gives written notice thereof to the Company, provided that such notice must be given to the Company within 30 days of Mr. Price becoming aware of such condition: (1) any material reduction in his duties or responsibilities as in effect immediately prior thereto, or assignment of duties materially inconsistent with his title and authority; (2) any material reduction in his base salary; (3) any relocation of his primary place of business by 50 miles or more; or (4) any other material breach by the Company of any material provision of the Price Agreement Amendment. On March 14, 2023, the Company entered into a letter agreement with Mr. Price, further amending the Executive Chairman Agreement (such letter agreement, the “Price Second Amendment”). The Price Second Amendment reduces Mr. Price’s annual base salary from $500,000 to $350,000. Also on March 14, 2023, the Company granted Mr. Price 750,000 performance-based options that vest according to certain specified conditions related to the volume weighted average trading price over 30 consecutive trading days during a seven-year performance period of the Company’s common stock.

  18. 2025 Compensation Elements

    2025 Compensation Elements The Compensation Committee determined it was in the best interests of the Company and its stockholders to enter into new employment agreements with each NEO in 2022 to retain and motivate the Company’s leadership, as well as to complement the implementation of a revised NEO compensation program. The Company and NEOs entered into new five-year employment agreements in October 2022 (the “NEO Employment Agreements”), with the revised base salaries and target bonuses effective January 1, 2022. Each NEO Employment Agreement sets forth an initial base salary and target annual bonus. In addition, concurrently with the execution of such agreements, the Compensation Committee determined to initiate an annual long-term equity incentive program. In October 2022, the Compensation Committee granted time-based stock options and performance-based stock options to purchase the Company’s Class A common stock to each NEO, with the grant value resulting in target total direct compensation of each NEO to be between the market median and 75th percentile of the peer group. See “Named Executive Officer Compensation Tables-Potential Payments Upon Termination or Change in Control-Agreements with Named Executive Officers” for a description of specified termination and change-in-control benefits in the NEO Employment Agreements. In addition, for retention purposes, Mr. Wilson’s employment agreement provided for a lump sum cash sign-on bonus of $1,450,000, subject to a one-year clawback, which is no longer in effect. On December 21, 2023, for retention purposes, Mr. Hellum and the Company entered into a First Amendment to his Employment Agreement, solely for the purpose of increasing his base salary to $1,000,000, effective as of December 21, 2023. In December 2023, the Compensation Committee also approved an increase to Mr. Hellum’s annual equity award from $800,000 to $1,000,000, which consists of both time-based restricted stock units and performance-based restricted stock units. The 2025 target total direct compensation of NEOs primarily consisted of base salary, a target cash bonus, and stock awards. The key purpose, features and performance and vesting periods of such compensation elements are set forth below.

  19. 2025 Compensation Elements

    | | Element | Purpose | Key Features | Performance / Vesting Period | | Short - Term | Base Salary | •Annual fixed cash compensation | • Initially established in employment agreement • Based on experience, responsibilities, market pay, annual individual performance and anticipated performance growth | • Prior performance | | | Discretionary Annual Bonus | • Annual cash compensation based on a mix of individual, management team and Company performance • Alignment with short-term operating performance and strategy | • Initially established in employment agreement • Target bonus is % of base salary, initially established in employment agreement • Based on experience, responsibilities, market pay, annual individual performance and anticipated performance growth | • Annual performance | | Long - Term | Time - Based Stock Awards | • Retention • Fosters ownership culture, aligning long-term interests with stockholders • Significant upside, balanced against no monetary value unless stock price is above exercise price in the case of option awards | • Annual long-term incentive opportunity • Grant value divided by grant date fair value (using Black-Scholes model) to calculate stock options granted on grant date for option awards • Grant value for restricted stock awards and restricted stock units based on closing price on the day prior to the grant date | • Three-year annual pro rata time vesting | | | Performance - Based Stock Awards | • Fosters ownership culture, aligning long-term interests with stockholders • Significant upside, balanced against no monetary value unless stock price is above exercise price in the case of option awards • Encourages achievement of long-term strategy to drive stock price performance | • Annual long-term incentive opportunity • Grant value divided by grant date fair value (using Monte Carlo option pricing model) to calculate stock options and restricted stock units granted on grant date | • Three to five-year performance period • Approximate one-third or one-fifth vesting for each stock price hurdle achieved |

  20. Discretionary Annual Cash Bonus Program

    Discretionary Annual Cash Bonus Program The NEOs were eligible to participate in the Townsquare Media, Inc. Annual Performance Plan (the “Annual Bonus Plan”). Unless otherwise agreed by the Compensation Committee, an employee must be employed by the Company and/or its subsidiaries on the applicable bonus payment date to receive the bonus payment. The annual target bonuses are determined as a percentage of the NEOs base salaries in effect as of January of the plan year. The bonuses of the NEOs for 2024 and 2025 as a percentage of the bonus target and dollar value, are set forth below, which were the result of the Compensation Committee’s activities described under “- 2025 Compensation Elements.”

  21. Discretionary Annual Cash Bonus Program

    | | 2024 (% of Bonus Target) | 2024 ($) | 2025 (% of Bonus Target) | 2025 ($) | Change ($) | | Bill Wilson | 100 | 1,450,000 | 90 | 1,305,000 | (145,000) | | Stuart Rosenstein | 100 | 680,000 | 90 | 612,000 | (68,000) | | Erik Hellum | 100 | 600,000 | 90 | 771,300 | 171,300 |

  22. Discretionary Annual Cash Bonus Program

    Consistent with prior years, the Compensation Committee approved a discretionary annual cash bonus to each NEO for 2025 based on its evaluation of the overall performance of the NEOs individually and collectively, as well as the financial and operating performance of the Company. While the Compensation Committee has not formalized a payout range for the program, historically the maximum payout has been 200% of the target bonus. The Compensation Committee determined that each NEO earned 90% of their 2025 bonus target for service in 2025. The bonus was paid in January 2026.

  23. Special Cash Bonuses Related to Debt Refinancing

    Special Cash Bonuses Related to Debt Refinancing In 2025, the Compensation Committee approved one-time cash bonuses for certain members of senior management (the "Debt Refinancing Bonus") in connection with the successful refinancing of the Company’s outstanding indebtedness (the "Debt Refinancing"). The Compensation Committee determined that the Debt Refinancing represented a significant strategic initiative requiring substantial management effort beyond the scope of executives' ordinary responsibilities. The Debt Refinancing extended debt maturities and enhanced the Company’s overall liquidity position. The Compensation Committee determined that the transaction strengthened the Company’s capital structure. In recognition of management’s role in executing the refinancing, the Compensation Committee approved the Debt Refinancing Bonus for certain executives, including the named executive officers. In determining the Debt Refinancing Bonus amounts, the Compensation Committee considered: •the complexity and strategic importance of the Debt Refinancing, •the extent of each executive’s involvement in negotiating and executing the transaction, •the anticipated long-term financial benefits to the Company, including improved financial flexibility, and •market practices regarding transaction-related incentive compensation. The Debt Refinancing Bonuses were paid in March 2025.

  24. Special Cash Bonuses Related to Debt Refinancing

    | | 2025 Debt Refinancing Bonus ($) | | Bill Wilson | 362,500 | | Stuart Rosenstein | 156,000 | | Erik Hellum | 150,000 |

  25. Equity Grants

    Equity Grants Historically, the Compensation Committee periodically has issued time-based stock options to NEOs to provide for retention and motivation, fostering an ownership culture, and alignment with the long-term interests with stockholders. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards and the Company does not time the release of material nonpublic information based on equity award grant dates.

  26. January 2025 Grants for 2025 Compensation

    January 2025 Grants for 2025 Compensation In January 2025, the Compensation Committee determined to approve an equity award after various formal and informal meetings, which included discussions with management, and a review of general peer and market data. The Compensation Committee approved time-based restricted stock unit (“RSU”) and performance-based restricted stock unit (“PSU”) awards, which will be paid as Class A common stock upon vesting and, if applicable, being earned, for 2025 compensation to each of the NEOs based on 2024 performance as reported in the “Stock Awards” column of the “Named Executive Officer Compensation Tables—Summary Compensation Table for 2025 and 2024.” The closing price on the trading date prior to the grant date was $9.07. The Compensation Committee approved the vesting conditions for the awards as follows: (i) time-based awards, with annual pro rata vesting over three years, subject to continued employment through the applicable vesting date, and (ii) performance based awards with approximately one-third of the RSUs vesting upon the achievement of the VWAP over a period of 20 consecutive trading days during the three-year performance period: $9.98, $10.43, and $10.88, subject to continued employment through the applicable vesting date.

  27. December 2023 Grants for 2024 Compensation

    December 2023 Grants for 2024 Compensation In December 2023, the Compensation Committee approved grants of the Company’s Class A common stock for 2024 compensation to each of the NEOs based on 2023 performance. The Compensation Committee approved the vesting conditions for the awards as follows: (i) time-based awards, with annual pro rata vesting over three years, subject to continued employment through the applicable vesting date, and (ii) performance based awards with approximately one-third of the RSUs vesting upon the achievement of the VWAP over a period of 20 consecutive trading days during the three-year performance period: $12.49, $14.40, and $16.40, subject to continued employment through the applicable vesting date. The Compensation Committee did not grant equity awards to the NEOs during 2024, because the grants to our NEOs in December 2023 were intended to provide compensation for service in 2024.

  28. Dividend Rights

    Dividend Rights The Company previously paid a quarterly dividend of $0.1975 per share in March 2024, and in March 2025, the Board increased the quarterly dividend to $0.20 per share. Dividends earned on unvested restricted stock awards or restricted stock units are paid on the vesting date. Upon issuance, for certain awards granted prior to the declaration of dividends, the fair market value on the fair market value grant date do not take a payment of dividends into account. Accordingly, such amounts have been included as “All Other Compensation.” “See Named Executive Officer Compensation Tables – Summary Compensation Table for 2025 and 2024.”

  29. Process for Making Compensation Determinations

    Process for Making Compensation Determinations In determining the compensation of executive officers other than Messrs. Wilson and Rosenstein, the Compensation Committee receives significant input from Messrs. Wilson and Rosenstein and leadership in the human resources department. Messrs. Wilson and Rosenstein have the most involvement in, and knowledge of, the Company’s business goals, strategies and performance, the overall effectiveness of the management team and each person’s individual contribution to the Company’s performance. No person provides input with respect to his or her own compensation. Management also provides the Compensation Committee with information regarding the individual’s experience, current performance, potential for advancement, and other subjective factors. The Compensation Committee retains the discretion to modify the recommendations of management and reviews such recommendations for their reasonableness based on individual and Company performance, internal pay equity and market information. The Compensation Committee did not engage WTW to conduct a benchmarking study of the non-employee director compensation program or the Company’s peer group in 2024 or 2025.

  30. Policy for the Recovery of Erroneously Awarded Compensation (Dodd-Frank Compliant Policy)

    Policy for the Recovery of Erroneously Awarded Compensation (Dodd-Frank Compliant Policy) As required by the listing standards adopted by NYSE as a result of SEC rulemaking, our Board adopted a Clawback Policy. The policy provides that the Company must promptly recover specified incentive-based compensation that is received by our Section 16 officers on or after October 2, 2023, regardless of fault or misconduct, upon specified accounting restatements of the Company’s financial statement that resulted in such persons receiving an amount that exceeded the amount that would have been received if based on the restated financial statements. There are limited exceptions to the recovery requirement as set forth in the listing standards. Incentive-based compensation is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, including, but not limited to: (i) non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal; (ii) bonuses paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a financial reporting measure performance goal; (iii) other cash awards based on satisfaction of a financial reporting measure performance goal; (iv) restricted stock, restricted stock units, stock options, stock appreciation rights, and performance share units that are granted or vest solely or in part based on satisfaction of a financial reporting measure performance goal; and (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a financial reporting measure performance goal. As specified in the listing standards, the Company cannot indemnify, or pay or reimburse for insurance for, a Section 16 officer for recoveries under this policy. The recovery period under the policy is three full years preceding the date our Board concludes, or reasonably should have concluded, that an accounting restatement is required. If applicable, the Company will provide the current or former Section 16 officer with a written demand for repayment or return and the method thereof. If such repayment or return is not made when due, the policy provides that the Company will take all reasonable and appropriate actions to recover such erroneously awarded compensation from such person.

  31. Summary Compensation Table for 2025 and 2024

    Summary Compensation Table for 2025 and 2024 The following table sets forth information concerning the total compensation received by, or earned by, each of the NEOs during the past two fiscal years.

  32. Summary Compensation Table for 2025 and 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($)(2) | All Other Compensation ($) (3) | Total ($) | | Bill Wilson, Chief Executive Officer | 2025 | 1,450,000 | 1,667,500 | 2,502,135 | 277,579 | 5,897,214 | | | 2024 | 1,450,000 | 1,450,000 | — | 210,036 | 3,110,036 | | Stuart Rosenstein, Executive Vice President and Chief Financial Officer | 2025 | 850,000 | 768,000 | 1,201,025 | 171,662 | 2,990,687 | | | 2024 | 850,000 | 680,000 | — | 182,704 | 1,712,704 | | Erik Hellum, Executive Vice President, Chief Operating Officer | 2025 | 1,000,000 | 921,300 | 1,000,856 | 100,168 | 3,022,324 | | | 2024 | 1,000,000 | 600,000 | — | 70,832 | 1,670,832 |

  33. Summary Compensation Table for 2025 and 2024

    (1) Amounts reported in this column reflect the annual discretionary cash bonus paid pursuant to the Annual Bonus Plan and the Debt Refinancing Bonus. (2) The amounts reported in this column represent the grant date fair value of RSUs and PSUs, each in accordance with ASC 718. The grant date fair value of the RSUs was determined using the closing price of our Class A common stock on the grant date multiplied by the number of shares subject to the award, while grant date fair value of the PSUs was determined using the Monte Carlo option pricing model. See Note 10 – Stockholders’ Deficit of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026, for a discussion of all assumptions made by us in determining such grant date fair value. (3) Amounts set forth in this column include the following amounts paid for automobile allowance, tax gross up payments, 401(k) matching contributions, dividends on unvested Restricted Stock and insurance premiums for health insurance for each of our NEOs for 2025.

  34. Summary Compensation Table for 2025 and 2024

    | Name | Year | Automobile Allowance ($) | Tax Gross-Up Payments ($) | 401(k) Matching Contributions ($) | Dividends on Unvested Restricted Stock ($) | Healthcare and Other Benefits ($)(a) | Total ($) | | Bill Wilson | 2025 | 36,000 | — | 3,500 | 164,291 | 73,788 | 277,579 | | Stuart Rosenstein | 2025 | 36,000 | — | 3,500 | 30,179 | 101,983 | 171,662 | | Erik Hellum | 2025 | — | — | 3,500 | 47,851 | 48,817 | 100,168 |

  35. Summary Compensation Table for 2025 and 2024

    (a) The healthcare and other benefits column represents the cost of insurance premiums for the health insurance of each of the NEOs. For Mr. Rosenstein, it also includes $46,076 paid in respect of association dues for 2025.

  36. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table sets forth certain information with respect to outstanding equity awards of the NEOs as of December 31, 2025.

  37. Outstanding Equity Awards at December 31, 2025

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Bill Wilson | 1/15/2025 | — | — | — | — | | — | — | 176,110 | 905,205(2) | | | 1/15/2025 | — | — | — | — | | 137,817 | 708,379(3) | — | — | | | 12/28/2023 | — | — | — | — | | — | — | 76,526 | 393,344(2) | | | 12/28/2023 | — | — | — | — | | 38,262 | 196,667(3) | — | — | | | 1/18/2023 | — | — | — | — | | — | — | 165,563 | 850,994(2) | | | 1/18/2023 | — | — | — | — | | 55,188 | 283,666(3) | — | — | | | 10/7/2022 | 151,774 | 227,088 | — | 7.59(4) | 10/7/2032 | — | — | — | — | | | 10/7/2022 | 323,834 | — | — | 7.59(5) | 10/7/2032 | — | — | — | — | | | 12/21/2020 | 250,000 | — | — | 6.57(6) | 12/21/2030 | — | — | — | — | | | 5/31/2018 | 600,000 | — | — | 6.31(6) | 5/31/2028 | — | — | — | — | | Stuart Rosenstein | 1/15/2025 | — | — | — | — | | — | — | 84,533 | 434,500(2) | | | 1/15/2025 | — | — | — | — | | 66,152 | 340,021(3) | — | — | | | 12/28/2023 | — | — | — | — | | — | — | 38,263 | 196,672(2) | | | 12/28/2023 | — | — | — | — | | 19,131 | 98,333(3) | — | — | | | 1/18/2023 | — | — | 217,547 | 7.55(2) | 1/18/2033 | — | — | — | — | | | 1/18/2023 | 112,034 | 56,033 | — | 7.55(3) | 1/18/2033 | — | — | — | — | | | 10/7/2022 | 72,851 | 109,003 | — | 7.59(4) | 10/7/2032 | — | — | — | — | | | 10/7/2022 | 155,440 | — | — | 7.59(5) | 10/7/2032 | — | — | — | — | | | 12/21/2020 | 250,000 | — | — | 6.57(6) | 12/21/2030 | — | — | — | — | | | 11/8/2018 | 50,000 | — | — | 6.25(7) | 11/8/2028 | — | — | — | — | | | 5/31/2018 | 50,000 | — | — | 6.31(6) | 5/31/2028 | — | — | — | — | | Erik Hellum | 1/15/2025 | — | — | — | — | | | | 70,444 | 362,082(2) | | | 1/15/2025 | — | — | — | — | | 55,127 | 283,353(3) | | | | | 12/28/2023 | — | — | — | — | | — | — | 30,611 | 157,341(2) | | | 12/28/2023 | — | — | — | — | | 15,305 | 78,668(3) | — | — | | | 1/18/2023 | — | — | — | — | | — | — | 52,980 | 272,317(2) | | | 1/18/2023 | — | — | — | — | | 17,660 | 90,772(3) | — | — | | | 10/7/2022 | 48,567 | 72,668 | — | 7.59(4) | 10/7/2032 | — | — | — | — | | | 10/7/2022 | 103,627 | — | — | 7.59(5) | 10/7/2032 | — | — | — | — | | | 12/21/2020 | 150,000 | — | — | 6.57(6) | 12/21/2030 | — | — | — | — | | | 12/21/2017 | 100,000 | — | — | 8.24(7) | 12/21/2027 | — | — | — | — |

  38. Outstanding Equity Awards at December 31, 2025

    (1) The market value of unvested shares in this column is based on $5.14 per share, the closing price of our Class A common stock on December 31, 2025. (2) The shares subject to these stock awards and option awards vest according to certain specified conditions related to the volume weighted average trading price of the Company’s common stock beginning on the grant date and ending on the third anniversary of the grant date. (3) The shares subject to these stock awards and option awards vest over a three-year period in one-third increments on each of the anniversaries of the applicable grant date. (4) The shares subject to these option awards vest according to certain specified conditions related to the volume weighted average trading price of the Company’s common stock beginning on the grant date and ending on the fifth anniversary of the grant date. (5) The shares subject to these option awards vest over a three-year period in one-third increments on each of the anniversaries of the applicable grant date. (6) The shares subject to these option awards vested over a four-year period in 25% increments on each of the anniversaries of the applicable grant date. (7) The shares subject to this option award vested over a four-year period, with 50% vesting on the third anniversary of the grant date and the remaining 50% vesting on the fourth anniversary of the grant date.

  39. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control 2014 Omnibus Incentive Plan In connection with the IPO, the Company adopted the 2014 Incentive Plan, as amended on January 27, 2021, and as amended and restated on May 9, 2024, in each case, to increase the number of shares issuable thereunder (as amended and restated, the “2014 Incentive Plan”). The 2014 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of the Company or its subsidiaries, as well as others performing consulting or advisory services for the Company, will be eligible for grants under the 2014 Incentive Plan. The purpose of the 2014 Incentive Plan is to provide incentives that will attract, retain and motivate high performing officers, directors, employees and consultants by providing them with appropriate incentives and rewards either through a proprietary interest in the Company’s long-term success or compensation based on their performance in fulfilling their personal responsibilities. Set forth below is a summary of the material terms of the 2014 Incentive Plan. Award Agreement Awards granted under the 2014 Incentive Plan are evidenced by award agreements, which need not be identical, that provide additional terms, conditions, restrictions and/or limitations covering the grant of the award, including, without limitation, additional terms providing for the acceleration of exercisability or vesting of awards in the event of a change of control or conditions regarding the participant’s employment, as determined by the Compensation Committee. Change in Control In connection with a change in control, as defined in the 2014 Incentive Plan, the Compensation Committee may accelerate vesting of outstanding awards under the 2014 Incentive Plan. In addition, such awards may be, in the discretion of the committee, (1) assumed and continued or substituted in accordance with applicable law; (2) purchased by the Company for an amount equal to the excess of the price of a share of the Company’s common stock paid in a change in control over the exercise price of the awards; or (3) cancelled if the price of a share of the Company’s common stock paid in a change in control is less than the exercise price of the award. The Compensation Committee may provide for accelerated vesting or lapse of restrictions of an award at any time. Option awards held by our NEOs are subject to the terms of the 2014 Incentive Plan and are each governed by an award agreement evidencing such award. The award agreements set forth the terms and conditions of each respective option and, among other things, outline the effect of a change in control of the Company on outstanding awards. Our NEOs also hold option awards granted in 2017, 2018, 2020, and 2023. These 2017, 2018, 2022 and 2023 options vest in equal portions on each of the third and fourth anniversaries of grant (with the exception of the May 2018 grants which vest in equal portions on each of the first four anniversaries),the 2020 options vest in equal portions on each of the first four anniversaries of the grant, and the 2023 options vest in equal portions of each of the first three anniversaries of the grant, but are subject to “single-trigger” vesting and would become fully vested and exercisable in the event of a change in control of the Company. The stock awards granted to Messrs. Wilson and Hellum in January of 2023 included time-based restricted stock units and performance-based restricted stock units. The time-based restricted stock units vest over a three-year period in one-third increments on each anniversary of the grant date, and the performance-based restricted stock units vest according to certain specified conditions related to the volume weighted average trading price of the Company’s common stock beginning on the grant date and ending on the third anniversary of the grant date. The stock awards granted to NEOs in December of 2023 and January of 2025 included time-based restricted stock units and performance-based restricted stock units. The time-based restricted stock units vest over a three-year period in one-third increments on each anniversary of the grant date, and the performance-based restricted stock units vest according to certain specified conditions related to the volume weighted average trading price of the Company’s common stock beginning on the grant date and ending on the third anniversary of the grant date. For purposes of the Company’s 2017, 2018, 2020, and 2022 option awards, the stock awards granted in 2023 and 2025 and the 2014 Incentive Plan, a “change in control” generally means one of the following: (i) any person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company), becoming the beneficial owner of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a business transaction or a director whose initial assumption of office occurs as a result of either an actual or threatened election or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who either were directors at the beginning of the two year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; (iii) a merger or consolidation of the Company or one of its subsidiaries with any other corporation that results in the voting securities of the Company outstanding prior to the transaction no longer representing at least 50% of the combined voting power of the voting securities of the Company or its successor outstanding immediately after such merger or consolidation; or (iv) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition to a person or persons who beneficially own 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

  40. Pay Versus Performance

    Pay Versus Performance We are providing the following information about the relationship between executive compensation actually paid ("CAP") and certain financial performance of the Company as required by SEC rules. Please see “Named Executive Officer Compensation” for discussion of our compensation program. The information contained in this “Pay Versus Performance” section of this Proxy Statement shall not be deemed “soliciting material” or otherwise considered “filed” with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that the Company specifically incorporates such information by reference in such filing.

  41. Pay Versus Performance Table

    Pay Versus Performance Table

  42. Pay Versus Performance Table

    | Year | Summary compensation table total for PEO ($) (1) | Compensation actually paid to PEO ($) (2) | Average summary compensation table total for non-PEO named executive officers ($) (3) | Average compensation actually paid to non-PEO named executive officers ($) (4) | Value of initial $100 investment based on total shareholder return ($) (5) | Net loss ($) (6) | | 2025 | 5,897,214 | 2,335,211 | 3,006,506 | 1,556,060 | $99.43 | (9,750,000) | | 2024 | 3,110,036 | 1,717,244 | 1,691,768 | 1,062,473 | $146.59 | (10,928,000) | | 2023 | 7,069,743 | 6,798,861 | 3,386,019 | 3,447,437 | $145.66 | (43,022,000) |

  43. Pay Versus Performance Table

    (1) Reflects the amount reported in the “Total” column of the Summary Compensation Table for Mr. Wilson for each corresponding year. See “Named Executive Officer Compensation Tables - Summary Compensation Table for 2025 and 2024,” and “Named Executive Officer Compensation Tables - Summary Compensation Table for 2024 and 2023” in our 2025 Definitive Proxy Statement filed with the SEC on March 20, 2025. (2) The amounts reported in this column represent CAP for Mr. Wilson for each corresponding year computed as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to Mr. Wilson during any applicable year. To determine CAP, the adjustments below were made to Mr. Wilson’s total compensation.

  44. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less | Reported Value of Equity Awards ($)(a) | Plus | Equity Award Adjustments ($)(b) | Equals | CAP for PEO ($) | | 2025 | 5,897,214 | - | 2,502,135 | + | (1,059,868) | = | 2,335,211 | | 2024 | 3,110,036 | - | — | + | (1,392,792) | = | 1,717,244 | | 2023 | 7,069,743 | - | 4,130,785 | + | 3,859,903 | = | 6,798,861 |

  45. Pay Versus Performance Table

    (a) Amounts reflect the grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” column in the “Named Executive Officer Compensation Tables - Summary Compensation Table for 2025 and 2024,” and “Named Executive Officer Compensation Tables - Summary Compensation Table for 2024 and 2023” in our 2025 Definitive Proxy Statement filed with the SEC on March 20, 2025. (b) The equity award adjustments were calculated in accordance with Item 402(v) of Regulation S-K and include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted in the applicable year and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for Mr. Wilson are as follows:

  46. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2025 | 795,618 | (1,505,724) | — | (349,762) | — | — | (1,059,868) | | 2024 | — | (1,495,406) | — | 102,614 | — | — | (1,392,792) | | 2023 | 4,981,071 | (571,527) | — | (549,641) | — | — | 3,859,903 |

  47. Pay Versus Performance Table

    (3) Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group (excluding Mr. Wilson) for each corresponding year. See “Named Executive Officer Compensation Tables - Summary Compensation Table for 2025 and 2024,” and “Named Executive Officer Compensation Tables - Summary Compensation Table for 2024 and 2023” in our 2025 Definitive Proxy Statement filed with the SEC on March 20, 2025. The names of each of the other NEOs (excluding Mr. Wilson) included for purposes of calculating the average amounts in each applicable year are Stuart Rosenstein and Erik Hellum. (4) Amounts reported reflect CAP for the other NEOs as a group (excluding Mr. Wilson), as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect an average of the actual amount of compensation earned by or paid to the other NEOs as a group (excluding Mr. Wilson) during the applicable year. The adjustments below were made to the average total compensation for the NEOs as a group (excluding Mr. Wilson) for each year to determine the CAP for such year.

  48. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Less | Average Reported Value of Equity Awards ($) | Plus | Average Equity Award Adjustments ($)(a) | Equals | Average CAP for Non-PEO NEOs ($) | | 2025 | 3,006,506 | - | 1,100,941 | + | (349,505) | = | 1,556,060 | | 2024 | 1,691,768 | - | — | + | (629,295) | = | 1,062,473 | | 2023 | 3,386,019 | - | 1,286,448 | + | 1,347,866 | = | 3,447,437 |

  49. Pay Versus Performance Table

    (a) See note (b) to footnote (2) above for an explanation of the equity award adjustments made in accordance with Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the total average equity award adjustments for the other NEOs as a group (excluding Mr. Wilson) are as follows:

  50. Pay Versus Performance Table

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Change in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 350,072 | (550,047) | — | (149,530) | — | — | (349,505) | | 2024 | — | (661,598) | — | 32,303 | — | — | (629,295) | | 2023 | 1,925,582 | (310,986) | — | (266,730) | — | — | 1,347,866 |

  51. Pay Versus Performance Table

    (5) The amounts reported in this column represent the Company’s cumulative TSR, which is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of the measurement period by the Company’s share price at the beginning of the measurement period. (6) The amounts reported in this column represent net loss reflected in the Company’s audited financial statements for the applicable year.

  52. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table The Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table, including CAP, as required by Item 402(v) of Regulation S-K. The Compensation Committee does not use TSR or net income in its compensation programs. However, we do utilize several other performance measures to align executive compensation with our performance, see “Named Executive Officer Compensation.” Part of the compensation our NEOs are eligible to receive consists of annual discretionary bonuses that are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals, subject to certain criteria. •For 2025, the compensation actually paid for the PEO & the non-PEO NEOs as a percentage of net loss was approximately 24% and 16%, respectively, as expressed on an absolute basis. •For 2024, the compensation actually paid for the PEO & the non-PEO NEOs as a percentage of net loss was approximately 16% and 10%, respectively, as expressed on an absolute basis. •For 2023, the compensation actually paid for the PEO & the non-PEO NEOs as a percentage of net loss was approximately 16% and 8%, respectively, as expressed on an absolute basis. •Compensation actually paid to the PEO increased by $617,967, or approximately 36%, in 2025. •Compensation actually paid to the PEO decreased by $5,081,617, or approximately 75%, in 2024. •Average compensation actually paid to the remaining non-PEO NEOs increased by $493,587, or approximately 46%, in 2025. •Average compensation actually paid to the remaining non-PEO NEOs decreased by $2,384,964, or approximately 69%, in 2024. •TSR decreased from $146.59 in 2024 to $99.43 in 2025, or approximately 32%. •TSR increased from $145.66 in 2023 to $146.59 in 2024, or approximately 1%. •Net loss decreased from $10,928,000 in 2024 to $9,750,000 in 2025. •Net loss decreased from $43,022,000 in 2023 to $10,928,000 in 2024. For the year ended December 31, 2025, we recorded total impairment charges of $8.9 million primarily related to FCC licenses, goodwill and investments, as compared to $37.7 million of impairment charges related to FCC licenses, goodwill and investments during the year ended December 31, 2024. See our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026 and our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 15, 2025.

  53. Indemnification of Directors and Officers

    Indemnification of Directors and Officers The Company has entered into indemnification agreements with each of its current and former directors and executive officers. These agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The Company also intends to enter into indemnification agreements with future directors and executive officers.

  54. PROPOSAL ONE - ELECTION OF CLASS III DIRECTORS

    PROPOSAL ONE - ELECTION OF CLASS III DIRECTORS Townsquare’s Board consists of seven directors. The Board is divided into three classes, each serving staggered, three-year terms. The Board has re-nominated Stephen Kaplan and Bill Wilson to be elected to serve as Class III directors until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until such director’s earlier retirement, resignation or other termination of service. The remaining directors are in Class I (terms expire at the 2027 annual meeting of stockholders) and Class II (terms expire at the 2028 annual meeting of stockholders). Additional information regarding the director nominees and the remaining directors are set forth in “Directors and Corporate Governance” above. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the two nominees named in this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the reelection of the Board’s two nominees. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the Board may designate a substitute nominee and the proxy holders may vote for any nominee designated by the present Board to fill the vacancy. Alternatively, the Board may leave the position vacant or reduce the size of the Board. Notwithstanding that directors will be elected by a plurality of votes cast at the Annual Meeting, the Company has a voting policy that has the effect of a majority voting policy that ensures the Board can address shareholder concerns. The Corporate Governance Guidelines provide that if any nominee for director receives a greater number of votes “WITHHELD” than “FOR” in an uncontested election, such director must promptly tender his or her resignation conditioned on Board acceptance following certification of the stockholder vote. The Nominating and Corporate Governance Committee will consider the resignation offer and, within 60 days following certification of the stockholder vote, recommend to the Board whether to accept such resignation. The Board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following certification of the stockholder vote and promptly disclose its decision and rationale for accepting or rejecting the resignation in a public announcement. If a director’s resignation is accepted by the Board, the Board may either fill the resulting vacancy or decrease the size of the Board pursuant to our bylaws. This policy does not apply when the number of individuals nominated for election exceeds the number of directors to be elected, including as a result of a proxy contest, in which case directors would be elected by a plurality of the votes cast.