v3.26.1
Stockholders' Deficit
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Stockholders' Deficit Stockholders' Deficit
Stock Options

During the three months ended March 31, 2026, eligible option holders tendered 19,500 options to purchase 19,500 shares of Townsquare common stock.

During the three months ended March 31, 2026, the Company did not grant any stock options.

The following table summarizes all option activity for the three months ended March 31, 2026:
OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (years)Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 20256,859,321 $7.21 5.56$11 
  Exercised(19,500)6.64 5 
  Forfeited and expired(87,384)8.76 
Outstanding at March 31, 20266,752,437 $7.19 5.32$19 
Exercisable at March 31, 20264,833,704 $7.01 4.84$19 

The maximum contractual term of stock options is 10 years.

Restricted Stock Awards

During the three months ended March 31, 2026, the Company granted 140,911 restricted stock awards, including 120,150 shares to non-employee directors, with vesting periods of one to three years. The fair value of the restricted stock awards is equal to the closing share price on the date of grant.

The following table summarizes restricted stock activity for the three months ended March 31, 2026:

Number of SharesWeighted Average Fair Value
Non-vested balance at January 1, 2026138,235$9.06 
  Shares granted140,911 5.52 
  Shares vested(89,179)8.73 
Non-vested balance at March 31, 2026189,967$6.60 

Restricted Stock Units

The following table summarizes restricted stock unit activity for the three months ended March 31, 2026:

Number of SharesWeighted Average Fair Value
Non-vested balance at January 1, 20261,120,393$7.29 
  Shares granted - service conditions529,142 5.39 
  Shares granted - market conditions890,030 5.41 
  Bonus shares granted506,244 5.36 
  Shares vested(941,232)5.79 
  Shares canceled - market conditions(218,543)4.21 
Non-vested balance at March 31, 20261,886,034$5.32 

During the three months ended March 31, 2026, the Company granted 529,142 stock units with vesting periods ranging from vested at grant date to three years, and 506,244 bonus stock units that were vested at the grant date. The fair values of these restricted stock units were equal to the closing share price on the date of grant.

During the three months ended March 31, 2026, the Company granted 890,030 restricted stock units with a vesting period of three years and grant date fair values ranging from $2.06 - $3.63. The stock units contain market conditions
whereby the stock units will vest subject to the achievement of a specified VWAP, subject to continued employment or service through the end of the performance period as observed and summarized below:

VWAP over a period of 20 consecutive trading days of the three-year performance period
VWAPNumber of Shares that Vest
$6.49216,990
$7.57289,054
$8.66383,986

The grant date fair value of the restricted stock units with market conditions is estimated using the Monte Carlo option pricing model. The below table summarizes the assumptions used to estimate the fair value of the restricted stock units granted:

Monte Carlo Model
Expected volatility41.3%
Risk free interest rate3.59%
Expected dividend yield14.7%

The expected volatility was based on market conditions of the Company. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the vesting period of the restricted stock units.

Employee Stock Purchase Plan

During the three months ended March 31, 2026, a total of 37,671 shares of Class A common stock were issued under the 2021 Employee Stock Purchase Plan (the "ESPP").

For the three months ended March 31, 2026 and 2025, the Company recognized approximately $3.7 million and $4.2 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP.

As of March 31, 2026, total unrecognized stock-based compensation expense related to our stock options and restricted stock was $1.3 million and $6.9 million, respectively, and is expected to be recognized over a weighted average period of 1.2 years and 1.8 years, respectively.

Dividends Declared

On October 29, 2025, the board of directors approved a quarterly cash dividend of $0.20 per share. The dividend of $3.3 million was paid to holders of record as of January 26, 2026, on February 2, 2026.

On March 4, 2026, the board of directors approved a quarterly dividend of $0.20 per share. The dividend of $3.6 million was paid to holders of record as of April 27, 2026, on May 4, 2026.

On May 1, 2026, the board of directors approved a quarterly cash dividend of $0.20 per share. The dividend will be payable on August 3, 2026 to shareholders of record as of the close of business on July 27, 2026.
Stock Bonus Program

In 2024, the Company implemented a stock bonus program that offered certain employees the option to receive their annual incentive compensation in the form of the Company's Class A common stock. The incentive compensation to be paid to each employee is fixed at the time of election to participate in the program and the number of shares to be issued is determined based on the closing price of the Company's Class A common stock on the settlement date, primarily in the fourth quarter of the performance year or during the first quarter following each respective performance year. During the three months ended March 31, 2026 and 2025, a total of $1.0 million and $0.9 million of expense was recognized as a component of stock-based compensation in connection with the stock bonus program, respectively. A total of 506,244 and 566,359 shares were granted under the Stock Bonus Program for each of the performance years ended December 31, 2025 and 2024, respectively, during the three months ended March 31, 2026 and 2025, respectively.