Why did Nexstar (NXST) CFO’s Form 4 show a share sale?

The filing states the sale represented shares sold to cover tax withholding obligations from the settlement of vested RSUs and PSUs. This means the disposition was a tax-related, mechanical transaction tied to compensation, rather than an independent open-market sale decision.

Nexstar (NASDAQ: NXST) CFO settles RSUs, sells shares for tax

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nexstar Media Group EVP and CFO Lee Ann Gliha reported equity compensation vesting and a related share sale. On March 24, 2026, time-based RSUs and performance-based PSUs vested and were converted into shares of common stock, following the Compensation Committee’s determination that 104.54% of target PSUs were earned.

On March 25, 2026, she sold 1,337 shares of common stock at an average price of $218.5318 per share. A footnote explains this sale was made solely to cover tax withholding obligations tied to the RSU and PSU settlements. After these transactions, she directly holds 16,855 shares of Nexstar common stock.

Insider Trade Summary

Net Seller: 1,337 shares ($292,177)

Net Sell 5 txns

Insider Gliha Lee Ann

Role EVP, Chief Financial Officer

Sold 1,337 shs ($292K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,337	$218.5318	$292K
Exercise	Restricted Stock Units	1,875	$0.00	--
Exercise	Restricted Stock Units	1,407	$0.00	--
Exercise	Common Stock	1,875	$0.00	--
Exercise	Common Stock	1,470	$0.00	--

Holdings After Transaction: Common Stock — 16,855 shares (Direct); Restricted Stock Units — 3,750 shares (Direct)

Footnotes (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. 5,625 RSUs were awarded on March 24, 2025, of which 1,875 RSUs vest at each anniversary date of the award through March 24, 2028. Each Performance-based restricted stock unit ("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 and Reporting Person's continued service through the applicable vesting date. 5,625 target PSUs were awarded on March 24, 2025, of which 1,407, 1,406 and 2,812 PSUs 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 Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions to receive 104.54% of the target number of PSUs were satisfied. Thus, the 1,407 target PSUs that vested on March 24, 2026 were converted into 1,470 shares of Nexstar common stock. 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 and PSUs that vested on March 24, 2026.

Form 4 Insider Transactions: What Each Field Means →

03/26/2026 - 04:14 PM

SEC Form 4

FORM 4

UNITED 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^*

Gliha Lee Ann

(Last)

(First)

(Middle)

545 E. JOHN CARPENTER FREEWAY

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/24/2026		M		1,875	A	$0⁽¹⁾⁽²⁾	16,722	D
Common Stock	03/24/2026		M		1,470	A	$0⁽³⁾⁽⁴⁾	18,192	D
Common Stock	03/25/2026		S⁽⁵⁾		1,337	D	$218.5318	16,855	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/24/2026		M			1,875	⁽²⁾	⁽²⁾	Common Stock	1,875	$0	3,750	D
Restricted Stock Units	⁽³⁾	03/24/2026		M			1,407	⁽⁴⁾	⁽⁴⁾	Common Stock	1,470⁽⁴⁾	$0	4,218	D

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. 5,625 RSUs were awarded on March 24, 2025, of which 1,875 RSUs vest at each anniversary date of the award through March 24, 2028.

3. Each Performance-based restricted stock unit ("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 and Reporting Person's continued service through the applicable vesting date.

4. 5,625 target PSUs were awarded on March 24, 2025, of which 1,407, 1,406 and 2,812 PSUs 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 Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions to receive 104.54% of the target number of PSUs were satisfied. Thus, the 1,407 target PSUs that vested on March 24, 2026 were converted into 1,470 shares of Nexstar common stock.

5. 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 and PSUs that vested on March 24, 2026.

	/s/ Mark Hoyla, Attorney-in-Fact for Lee Ann Gliha	03/26/2026
	** 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 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) CFO Lee Ann Gliha report?

Lee Ann Gliha reported vesting of RSUs and PSUs that converted into Nexstar common stock, plus a sale of 1,337 shares. The sale was explicitly to cover tax withholding from these equity awards, rather than a discretionary open-market reduction of her position.

How many Nexstar (NXST) shares did the CFO sell and at what price?

She sold 1,337 shares of Nexstar common stock at an average price of $218.5318 per share. According to the footnotes, this transaction was made solely to satisfy tax withholding obligations arising from recently vested RSUs and PSUs.

How many Nexstar (NXST) shares does the CFO hold after these transactions?

Following the RSU and PSU conversions and the tax-related sale, Lee Ann Gliha directly holds 16,855 shares of Nexstar common stock. This post-transaction holding figure is provided in the Form 4 as the total shares beneficially owned after the reported activity.

What performance outcome did Nexstar (NXST) disclose for the CFO’s PSUs?

The Compensation Committee determined that 104.54% of the target number of performance-based restricted stock units were earned. As a result, 1,407 target PSUs vesting on March 24, 2026 converted into 1,470 shares of Nexstar common stock for the CFO.

What is the vesting schedule for the Nexstar (NXST) CFO’s RSU and PSU awards?

The Form 4 notes 5,625 RSUs awarded March 24, 2025, vesting in three equal annual installments of 1,875 units. It also describes 5,625 target PSUs awarded the same date, with tranches scheduled to vest in 2026, 2027, and 2028, subject to performance conditions.