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Nexstar Media Group (NXST) EVP reports 10,000 restricted stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Nexstar Media Group EVP of Government Relations Robert S. Weaver filed an initial ownership report showing equity awards in the form of restricted stock units. He holds 5,000 time-based RSUs and 5,000 target performance-based RSUs, all awarded on March 24, 2025.

The time-based RSUs vest in three installments of 1,667, 1,666 and 1,667 units on March 24, 2026, 2027 and 2028. The performance-based units vest in tranches of 1,250, 1,250 and 2,500 units on the same dates, with between 0% and 150% of target shares ultimately earned based on pre-established company performance metrics. Unvested awards are forfeited if employment ends other than in a change of control, and each vested unit converts into one share of common stock.

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Insider Weaver Robert S.
Role EVP, Government Relations
Type Security Shares Price Value
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
Holdings After Transaction: Restricted Stock Units — 5,000 shares (Direct)
Footnotes (1)
  1. 5,000 time-based restricted stock units (RSUs) were awared on March 24, 2025, of which, 1,667, 1,666, and 1,667 RSUs will vest on March 24, 2026, 2027, and 2028, respectively. 5,000 target performance-based restricted stock units (PSUs) were awarded on March 24, 2025, of which 1,250, 1,250 and 2,500 PSUs will vest on March 24, 2026, 2027 and 2028, respectively, subject to the achievement of the pre-established company performance metrics. The number of shares of Nexstar's Common Stock that may be earned is between 0% and 150% of the target number of PSUs. The RSUs/PSUs have no expiration. However, any and all unvested portion of RSUs/PSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control. Each RSU is converted into one share of Nexstar's Common Stock at the vesting date. Each PSU represents the right to receive, following vesting, between 0% and 150% of one share of Nexstar's Common Stock, subject to the level of achievement of pre-established company performance metrics.
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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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Weaver Robert S.
(Last) (First) (Middle)
545 E. JOHN CARPENTER FREEWAY
SUITE 700
(Street)
IRVING TX 75062
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2026 		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)
EVP, Government Relations
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) (3) Common Stock 5,000 (4) D
Restricted Stock Units (2) (3) Common Stock 5,000 (4) D
Explanation of Responses:
1. 5,000 time-based restricted stock units (RSUs) were awared on March 24, 2025, of which, 1,667, 1,666, and 1,667 RSUs will vest on March 24, 2026, 2027, and 2028, respectively.
2. 5,000 target performance-based restricted stock units (PSUs) were awarded on March 24, 2025, of which 1,250, 1,250 and 2,500 PSUs will vest on March 24, 2026, 2027 and 2028, respectively, subject to the achievement of the pre-established company performance metrics. The number of shares of Nexstar's Common Stock that may be earned is between 0% and 150% of the target number of PSUs.
3. The RSUs/PSUs have no expiration. However, any and all unvested portion of RSUs/PSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control.
4. Each RSU is converted into one share of Nexstar's Common Stock at the vesting date. Each PSU represents the right to receive, following vesting, between 0% and 150% of one share of Nexstar's Common Stock, subject to the level of achievement of pre-established company performance metrics.
/s/ Mark Hoyla, Attorney-in-Fact for Rachel Morgan 03/13/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards does Nexstar (NXST) EVP Robert S. Weaver report on this Form 3?

Robert S. Weaver reports 5,000 time-based restricted stock units and 5,000 target performance-based restricted stock units awarded on March 24, 2025. These units convert into Nexstar common stock upon vesting, providing long-term, stock-based compensation tied to service and performance.

How do Robert S. Weaver’s time-based RSUs at Nexstar (NXST) vest?

Weaver’s 5,000 time-based restricted stock units vest in three annual installments: 1,667 units on March 24, 2026, 1,666 units on March 24, 2027, and 1,667 units on March 24, 2028. Vesting requires continued employment, subject to the plan’s change-of-control provisions.

How are Nexstar (NXST) performance-based RSUs for Robert S. Weaver structured?

Weaver holds 5,000 target performance-based restricted stock units that vest in 2026, 2027 and 2028. Actual shares earned can range from 0% to 150% of target, depending on achievement of pre-established company performance metrics, aligning his compensation with Nexstar’s operating results.

What happens to Robert S. Weaver’s Nexstar (NXST) RSUs and PSUs if his employment ends?

Any unvested RSUs and PSUs are forfeited and cancelled if Weaver’s employment terminates for any reason other than a company change of control. This condition is designed to encourage retention and continued service through each scheduled vesting date under the award terms.

How many Nexstar (NXST) shares can Robert S. Weaver receive from these awards?

Each restricted stock unit converts into one share of Nexstar common stock at vesting. Each performance-based unit can deliver between 0% and 150% of one share, depending on performance. The final share count will reflect both time-based vesting and performance outcomes through 2028.