Nexstar Media Group Inc SEC Filings

Nexstar Media Group reported that it issued a press release announcing financial results for the quarter ended September 30, 2025.

The press release is attached as Exhibit 99.1, providing the full details of Nexstar’s Q3 2025 performance.

Nexstar Media Group reported a regulatory update on its planned merger with TEGNA. On October 30, 2025, both companies received a DOJ Second Request, which extends the Hart-Scott-Rodino waiting period until 30 days after each party substantially complies, unless ended earlier by the DOJ or extended by agreement.

The companies stated they will continue cooperating with the DOJ’s review and still expect to complete the merger by the second half of 2026. Closing remains subject to HSR waiting period termination or expiration and other conditions specified in the merger agreement.

Nexstar Media Group (NXST) amended and extended CEO Perry A. Sook’s employment agreement. The agreement runs from April 1, 2026 through March 31, 2029, with automatic one-year renewals thereafter. Mr. Sook will receive a $3,000,000 annual base salary, be eligible for a target annual bonus equal to 200% of base salary, and may receive annual long‑term equity incentive awards at the Compensation Committee’s discretion. The Company will reimburse up to $500,000 for personal aircraft use during the term.

Upon a Qualifying Termination, Mr. Sook would receive 200% of base salary, 200% of target annual bonus, plus $31,000. If employment ends due to death or Disability, he is entitled to a pro‑rata target bonus. In both cases, equity awards fully vest, with performance awards vesting at the greater of target or actual performance. The agreement includes a one‑year post‑employment non‑compete and a perpetual non‑disclosure obligation. The Company furnished a press release announcing the extension.

Nexstar Media Group, Inc. (NXST) declared a quarterly cash dividend of $1.86 per share. The Board approved the dividend, which will be paid on November 26, 2025 to stockholders of record on November 12, 2025.

This routine cash return signals ongoing capital distribution to shareholders. Timing matters: investors must be on the share register by the record date to receive the payment.

Initial beneficial ownership filing by Dan Lanzano, President, National Advertising Sales at Nexstar Media Group (NXST). The Form 3 reports 2,856 unvested restricted stock units (RSUs) that convert to one share each at vesting: 1,125, 606, and 1,125 from three separate awards. Awards include grants dated May 23, 2024 and March 24, 2025, with scheduled vesting in annual installments through May 23, 2028 and March 24, 2028. The RSUs have no expiration but unvested units are forfeited on termination unless a company change of control occurs.

Ellen Tobi Johnson, a director of Nexstar Media Group (NXST), had 571 time-based restricted stock units (RSUs) that vested on October 1, 2025 and converted into 571 shares of Nexstar common stock at a $0 conversion price. The filing shows the RSUs were originally awarded on October 1, 2024 and have no expiration, but any unvested RSUs would be forfeited if the reporting person ceases to be a director for reasons other than a change of control. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Johnson on October 2, 2025.

Michael Biard, President & COO of Nexstar Media Group (NXST), reported insider transactions dated 08/21/2025. He had 6,250 time-based RSUs vest and those RSUs converted into 6,250 shares of common stock at no cost, bringing his total direct beneficial ownership to 13,468 shares after the acquisition. Separately, he disposed of 2,460 shares at a price of $204.84, leaving him with 11,008 shares held directly.

The filing notes the original award was 25,000 RSUs granted on August 21, 2023, with 6,250 RSUs vesting each anniversary through August 21, 2027. The RSUs do not expire but unvested portions are forfeited if employment terminates for reasons other than a change in control. The form was signed by an attorney-in-fact on 08/22/2025.

Nexstar Media Group, Inc. filed an 8-K reporting a material agreement: an Agreement and Plan of Merger dated August 18, 2025 among Nexstar, its subsidiary Teton Merger Sub, Inc., and TEGNA Inc. The filing also attaches a press release and an investor presentation both dated August 19, 2025, plus the cover page interactive XBRL file. The form is signed by Lee Ann Gliha, Chief Financial Officer, in her capacity as principal financial officer.

Lee Ann Gliha, EVP and Chief Financial Officer of Nexstar Media Group (NXST), reported equity activity on 08/13/2025. Two award tranches vested: 1,250 time-based restricted stock units (RSUs) and 1,250 performance-based restricted stock units (PSUs), each converting into one share of common stock at vesting with a $0 acquisition price. The filing states the Compensation Committee determined performance conditions were met for the PSUs that vested.

The report also shows a disposition of 984 shares sold at $210.04. The document lists beneficial ownership figures of 14,076, 15,026, and 14,342 following the separate reported transactions. The awards have no expiration but unvested portions are forfeited if employment terminates except in a change-of-control scenario.