Nexstar Media Group (NXST) officer settles RSUs, sells 876 shares for tax withholding

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nexstar Media Group officer reports routine equity compensation activity. On June 14, 2026, the insider exercised 938 restricted stock units into an equal number of common shares at a stated price of $0.00 per share, reflecting vesting of time-based awards.

On June 16, 2026, 876 common shares were sold at $170.81 per share to cover tax withholding obligations tied to recently vested performance-based restricted stock units and RSUs, according to the footnotes. Following these transactions, the insider directly holds 5,800 common shares.

Insights

Form 4 shows routine RSU vesting with tax-related share sale.

The filing for Nexstar Media Group details RSU vesting and conversion into 938 common shares on June 14, 2026. This is standard equity compensation, with no cash outlay, consistent with time-based restricted stock unit awards described in the footnotes.

Two days later, 876 common shares were sold at $170.81 per share specifically to cover tax withholding arising from vested performance-based RSUs and RSUs. Because the disposition is tax-driven rather than a discretionary portfolio move, the informational value for investors is limited and the overall impact is neutral.

Insider Trade Summary

Net Seller: 876 shares ($149,630)

Net Sell 3 txns

Insider ZIMMER DANA

Role See Remarks

Sold 876 shs ($150K)

Type	Security	Shares	Price	Value
Sale	Common Stock	876	$170.81	$150K
Exercise	Restricted Stock Units	938	$0.00	--
Exercise	Common Stock	938	$0.00	--

Holdings After Transaction: Common Stock — 5,800 shares (Direct, null); Restricted Stock Units — 937 shares (Direct, null)

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. 3,750 RSUs were awarded on June 14, 2023, of which, 938, 937 and 938 RSUs vested on June 14, 2024, 2025 and 2026, respectively, and, 937 RSUs will vest on June 14, 2027. 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 performance-based restricted stock units and RSUs that vested on June 8, 2026 and June 14, 2026, respectively.

Key Figures

Shares sold for tax withholding: 876 shares Sale price per share: $170.81/share RSUs exercised into common: 938 shares +3 more

6 metrics

Shares sold for tax withholding 876 shares Common stock sold on June 16, 2026 at $170.81 per share

Sale price per share $170.81/share Price for 876 Nexstar common shares sold June 16, 2026

RSUs exercised into common 938 shares RSUs converted to common stock on June 14, 2026

Post-transaction holdings 5,800 shares Direct common stock ownership after June 16, 2026 sale

2023 RSU award size 3,750 RSUs Awarded June 14, 2023 with four annual vesting tranches

Unvested 2027 RSUs 937 RSUs Scheduled to vest June 14, 2027 subject to continued service

Key Terms

Restricted Stock Units, time-based restricted stock unit, performance-based restricted stock units, vesting date

4 terms

Restricted Stock Units financial

"The sale reported on this Form 4 represents shares sold ... in connection with the settlement of performance-based restricted stock units and RSUs"

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 of Nexstar's Common Stock"

performance-based restricted stock units financial

"settlement of performance-based restricted stock units and RSUs that vested on June 8, 2026 and June 14, 2026"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

vesting date financial

"converted into one share ... subject to the Reporting Person's continued service through the applicable vesting date"

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Form 4 Insider Transactions: What Each Field Means →

06/16/2026 - 07:23 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^*

ZIMMER DANA

(Last)

(First)

(Middle)

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2026

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	06/14/2026		M		938	A	⁽¹⁾⁽²⁾	6,676	D
Common Stock	06/16/2026		S⁽³⁾		876	D	$170.81	5,800	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⁾	06/14/2026		M			938	⁽²⁾	⁽²⁾	Common Stock	938	$0	937	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. 3,750 RSUs were awarded on June 14, 2023, of which, 938, 937 and 938 RSUs vested on June 14, 2024, 2025 and 2026, respectively, and, 937 RSUs will vest on June 14, 2027.

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 performance-based restricted stock units and RSUs that vested on June 8, 2026 and June 14, 2026, respectively.

Remarks:

President, Distribution & Strategy

	/s/ Mark Hoyla, Attorney-in-Fact for Dana Zimmer	06/16/2026
	** 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 Media Group (NXST) report in this Form 4?

The Form 4 shows an officer converting 938 restricted stock units into common shares, then selling 876 shares at $170.81 each to satisfy tax withholding obligations tied to recently vested performance-based RSUs and RSUs.

Was the Nexstar Media Group (NXST) insider sale an open-market disposition?

The filing states the 876-share sale at $170.81 per share was made to cover tax withholding obligations from vested performance-based restricted stock units and RSUs, indicating a tax-related, compensation-driven disposition rather than a discretionary open-market trade expressing a directional view.

How many Nexstar Media Group (NXST) shares does the insider hold after these transactions?

After exercising 938 RSUs into common stock and selling 876 shares for tax withholding, the reporting officer directly holds 5,800 shares of Nexstar Media Group common stock, according to the post-transaction ownership figures disclosed in the Form 4.

What do the restricted stock unit (RSU) footnotes explain for Nexstar Media Group (NXST)?

Footnotes explain each time-based RSU converts into one Nexstar common share upon vesting, and that a 3,750-RSU award vests in four annual installments on June 14 from 2024 through 2027, detailing the specific tranche sizes and vesting schedule.

Are any Nexstar Media Group (NXST) RSUs from the 2023 grant still unvested?

Yes. Footnotes state 3,750 RSUs were awarded on June 14, 2023. Tranches of 938, 937 and 938 RSUs vested in 2024, 2025 and 2026, respectively, and 937 RSUs remain scheduled to vest on June 14, 2027, subject to continued service.