[Form 3] NEXSTAR MEDIA GROUP, INC. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

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.

Positive

• Officer alignment with shareholders: 2,856 RSUs convert to common shares at vesting, tying compensation to equity
• Multi‑year retention structure: Vesting occurs annually through 2028, supporting long‑term executive retention

Negative

• Forfeiture on termination: Unvested RSUs are cancelled if employment ends for reasons other than a change of control, reducing executive liquidity
• Concentrated near‑term vesting: Multiple tranches vest on anniversaries which could lead to periodic share issuance

Insights

Corporate Governance Analyst

Officer filing documents executive equity compensation and vesting schedule.

The filing shows a total of 2,856 RSUs that convert to common stock at vesting, reflecting multi‑year retention awards granted on May 23, 2024 and March 24, 2025. Vesting is staggered annually through May 23, 2028 and March 24, 2028, creating a clear multi‑year incentive alignment between the officer and shareholders.

The awards are subject to forfeiture on termination for reasons other than a company change of control, which preserves retention incentives but limits immediate liquidity. Near term, investors can monitor scheduled vesting tranches each anniversary date for potential share issuance and any subsequent Form 4 filings that disclose sales or transfers within days of vesting.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lanzano Dan

(Last) (First) (Middle)

545 E. JOHN CARPENTER FRWY.

SUITE 700

(Street)

IRVING TX 75062

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2025

3. Issuer Name and Ticker or Trading Symbol
NEXSTAR MEDIA GROUP, INC. [ NXST ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(4)	Common Stock	1,125	(5)	D
Restricted Stock Units	(2)	(4)	Common Stock	606	(5)	D
Restricted Stock Units	(3)	(4)	Common Stock	1,125	(5)	D

Explanation of Responses:

1. 1,500 time-based restricted stock units (RSUs) were awared on May 23, 2024, of which, 375 RSUs vested on May 23, 2025. The remaining 1,125 RSUs reported herein will vest 375 each anniversary of the award through May 23, 2028.

2. 909 RSUs were awared on May 23, 2024, of which, 303 RSUs vested on May 23, 2025. The remaining 606 RSUs reported herein will vest 303 each anniversary of the award through May 23, 2027.

3. 1,125 RSUs were awared on March 24, 2025, of which, 375 RSUs vest at each anniversary of the award through March 24, 2028.

4. The RSUs have no expiration. However, any and all unvested portion of RSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control.

5. Each RSU is converted into one share of Nexstar's Common Stock at the vesting date.

Remarks:

President, National Advertising Sales

	/s/ Mark Hoyla, Attorney-in-Fact for Dan Lanzano	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Dan Lanzano report on the Form 3 for Nexstar (NXST)?

He reported beneficial ownership of 2,856 RSUs that convert to one share each at vesting from awards dated May 23, 2024 and March 24, 2025.

How and when do the reported RSUs vest?

Vesting is annual in equal tranches: remaining 1,125 RSUs vest 375 each anniversary through May 23, 2028; 606 vest 303 each anniversary through May 23, 2027; and 1,125 vest 375 each anniversary through March 24, 2028.

Do the RSUs expire?

The RSUs have no expiration, but any unvested portion is forfeited if employment terminates for reasons other than a company change of control.

Will vesting generate shares immediately?

Yes. Each RSU converts into one share of Nexstar common stock on the vesting date, potentially leading to share issuance on those anniversaries.

What is Dan Lanzano's role at Nexstar?

The form lists him as President, National Advertising Sales and as an officer reporting these RSUs.