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  4. [Form 4] NEXSTAR MEDIA GROUP, INC. Insider Trading Activity

Nexstar (NXST) EVP Blake converts RSUs, sells 319 shares for tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Nexstar Media Group EVP of Operations Russell Blake reported routine equity compensation activity. He converted 1,313 restricted stock units into the same number of Nexstar common shares at a conversion price of $0.00 per share. The filing also shows a sale of 319 common shares at $182.4153 per share.

According to the footnotes, these 319 shares were sold to cover tax withholding obligations tied to RSUs that vested on June 3, 2026, rather than as a discretionary portfolio move. After these transactions, Blake directly holds 27,390 Nexstar common shares, indicating he retains the large majority of his position.

Positive

  • None.

Negative

  • None.
Insider Russell Blake
Role EVP, Operations
Sold 319 shs ($58K)
Type Security Shares Price Value
Sale Common Stock 319 $182.4153 $58K
Exercise Restricted Stock Units 1,313 $0.00 --
Exercise Common Stock 1,313 $0.00 --
Holdings After Transaction: Common Stock — 27,390 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null)
Footnotes (1)
  1. Each time-based restricted stock unit ("RSU") is converted into one share of Nexstar's Common Stock subject to the Reporting Person's continued service through the applicable vesting date. 5,250 RSUs were awarded on June 3, 2022, of which, 1,312, 1,313, 1,312 and 1,313 RSUs vested on June 3, 2023, 2024, 2025 and 2026, respectively. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of RSUs that vested on June 3, 2026.
Shares sold 319 shares Open-market sale to cover tax withholding
Sale price $182.4153 per share Price for 319 Nexstar common shares sold
RSUs converted 1,313 units Restricted stock units converted into common stock
Post-transaction holdings 27,390 shares Nexstar common shares directly owned after transactions
Original RSU award 5,250 RSUs Awarded June 3, 2022 with four annual vesting tranches
RSU vesting tranches 1,312 / 1,313 / 1,312 / 1,313 RSUs vesting in 2023, 2024, 2025 and 2026
Restricted Stock Units financial
"The filing lists "Restricted Stock Units" as a derivative security converted"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
time-based restricted stock unit financial
"Each time-based restricted stock unit ("RSU") is converted into one share"
vesting date financial
"subject to the Reporting Person's continued service through the applicable vesting date"
tax withholding obligations financial
"shares sold by the Reporting Person to cover tax withholding obligations"
derivative security financial
"transaction code description: Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Russell Blake
(Last)(First)(Middle)
C/O NEXSTAR MEDIA GROUP, INC.
545 E. JOHN CARPENTER FREEWAY, SUITE 700
(Street)
IRVING TEXAS 75062
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
NEXSTAR MEDIA GROUP, INC. [ NXST ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Operations
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/03/2026M1,313A$0(1)(2)27,709D
Common Stock06/04/2026S(3)319D$182.415327,390D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/03/2026M1,313 (2) (2)Common Stock1,313$00D
Explanation of Responses:
1. Each time-based restricted stock unit ("RSU") is converted into one share of Nexstar's Common Stock subject to the Reporting Person's continued service through the applicable vesting date.
2. 5,250 RSUs were awarded on June 3, 2022, of which, 1,312, 1,313, 1,312 and 1,313 RSUs vested on June 3, 2023, 2024, 2025 and 2026, respectively.
3. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of RSUs that vested on June 3, 2026.
/s/ Mark Hoyla, Attorney-in-Fact for Blake Russell06/05/2026
** Signature of Reporting PersonDate
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 4 (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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Nexstar (NXST) EVP Russell Blake report?

Russell Blake reported converting 1,313 restricted stock units into Nexstar common shares and selling 319 shares. The sale was to cover tax withholding associated with RSUs that vested on June 3, 2026, and he continues to hold 27,390 shares.

How many Nexstar (NXST) shares did Russell Blake sell and at what price?

Russell Blake sold 319 Nexstar common shares at an average price of $182.4153 per share. Footnotes state this sale was specifically to satisfy tax withholding obligations tied to recently vested restricted stock units, rather than a discretionary open-market reduction.

What RSU vesting and conversion did Nexstar (NXST) disclose for Russell Blake?

Blake had 1,313 restricted stock units convert into 1,313 Nexstar common shares at a $0.00 conversion price. These RSUs were part of a 5,250-unit award granted June 3, 2022, which vested in four annual installments through June 3, 2026.

How many Nexstar (NXST) shares does Russell Blake own after this Form 4?

Following the reported transactions, Russell Blake directly owns 27,390 shares of Nexstar common stock. This balance reflects the net effect of the 1,313 RSUs converted into shares and the 319-share sale made to cover tax withholding obligations on the vesting.

Were Russell Blake’s Nexstar (NXST) share sales part of routine tax withholding?

Yes. A Form 4 footnote explains the 319 Nexstar shares sold were to cover tax withholding obligations related to RSUs that vested on June 3, 2026. This characterizes the sale as a tax-driven transaction rather than a discretionary liquidation of holdings.

What was the original Nexstar (NXST) RSU grant described in this filing?

The filing notes a 5,250-unit RSU award granted on June 3, 2022. The vesting schedule was 1,312 RSUs on June 3, 2023, 1,313 in 2024, 1,312 in 2025, and 1,313 in 2026, each unit converting into one Nexstar common share upon vesting.