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

Nexstar (NXST) networks president logs RSU vesting and 414-share tax sale

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

Rhea-AI Filing Summary

Nexstar Media Group President, Networks Sean Compton reported routine equity compensation activity involving restricted stock units and a related share sale. On June 3, 2026, 938 time-based restricted stock units converted into the same number of Nexstar common shares upon vesting.

On June 4, 2026, Compton then sold 414 common shares at $182.4153 per share. According to the disclosure, this sale was made specifically to cover tax withholding obligations tied to the RSUs that vested on June 3, 2026, rather than as a discretionary portfolio move.

After these transactions, Compton directly held 12,331 shares of Nexstar common stock. The filing also notes that the vested RSUs were part of a larger 3,750‑unit award granted on June 3, 2022, which has been vesting in scheduled annual installments through 2026.

Positive

  • None.

Negative

  • None.
Insider COMPTON SEAN
Role President, Networks
Sold 414 shs ($76K)
Type Security Shares Price Value
Sale Common Stock 414 $182.4153 $76K
Exercise Restricted Stock Units 938 $0.00 --
Exercise Common Stock 938 $0.00 --
Holdings After Transaction: Common Stock — 12,331 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. 3,750 RSUs were awarded on June 3, 2022, of which, 937, 938, 937 and 938 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 414 shares Open-market sale on June 4, 2026
Sale price $182.4153 per share Price for 414 Nexstar common shares
RSUs vested 938 units Time-based RSUs converted on June 3, 2026
Shares after transactions 12,331 shares Direct Nexstar common stock held post-transaction
Original RSU grant 3,750 RSUs Award granted June 3, 2022, vesting through 2026
Restricted Stock Units financial
"The sale reported on this Form 4 represents shares sold ... in connection with the settlement of RSUs that vested on June 3, 2026."
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 subject to the Reporting Person's continued service..."
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
tax withholding obligations financial
"shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of RSUs..."
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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*
COMPTON SEAN
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, Networks
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 Stock06/03/2026M938A$0(1)(2)12,745D
Common Stock06/04/2026S(3)414D$182.415312,331D
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)06/03/2026M938 (2) (2)Common Stock938$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. 3,750 RSUs were awarded on June 3, 2022, of which, 937, 938, 937 and 938 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 Sean Compton06/05/2026
** 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