NXST Form 4: CFO RSU/PSU Vesting and 984-Share Sale Disclosed
Rhea-AI Filing Summary
Lee Ann Gliha, EVP and Chief Financial Officer of Nexstar Media Group (NXST), reported equity activity on 08/13/2025. Two award tranches vested: 1,250 time-based restricted stock units (RSUs) and 1,250 performance-based restricted stock units (PSUs), each converting into one share of common stock at vesting with a $0 acquisition price. The filing states the Compensation Committee determined performance conditions were met for the PSUs that vested.
The report also shows a disposition of 984 shares sold at $210.04. The document lists beneficial ownership figures of 14,076, 15,026, and 14,342 following the separate reported transactions. The awards have no expiration but unvested portions are forfeited if employment terminates except in a change-of-control scenario.
Positive
- 2,500 shares vested in total from equity awards (1,250 RSUs and 1,250 PSUs) converting into common stock
- PSUs vested after pre-established performance metrics were determined satisfied by the Compensation Committee
- Award awards have no expiration, ensuring vested shares remain valid
Negative
- Insider sale of 984 shares at a reported price of $210.04
- Unvested RSUs/PSUs are forfeitable if employment terminates for reasons other than a company change of control
Insights
TL;DR: CFO received 2,500 shares via vesting while selling 984 shares at $210.04; overall impact appears routine.
The vesting of 1,250 RSUs and 1,250 PSUs is a compensation event that increases the CFO's directly held common shares by the stated amounts. The PSU tranche vested because pre-established performance metrics were met, per the Compensation Committee. The separate reported sale of 984 shares at $210.04 monetizes a portion of holdings. The filing shows sequential beneficial-ownership figures of 14,076, 15,026, and 14,342 after each reported line item, reflecting the acquisitions and sale. These are routine insider compensation and liquidity actions rather than a material corporate development.
TL;DR: Vesting of PSUs tied to achieved metrics signals alignment with performance targets; a contemporaneous sale occurred.
The disclosure confirms that performance-based awards met the Compensation Committee's criteria, converting PSUs into common shares for the CFO. That formal committee determination is important for governance transparency. The awards include standard forfeiture language for unvested portions upon termination absent a change of control. The reported sale of 984 shares is documented at a specific price, providing clear traceability of the insider transaction. Overall, the filing is complete and consistent with standard equity compensation practice.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,250 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,250 | $0.00 | -- |
| Exercise | Common Stock | 1,250 | $0.00 | -- |
| Exercise | Common Stock | 1,250 | $0.00 | -- |
| Tax Withholding | Common Stock | 984 | $210.04 | $207K |
Footnotes (1)
- Each time-based restricted stock unit ("RSU") is converted into one share of Nexstar's common stock at the vesting date. Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of Nexstar's common stock, subject to the achievement of pre-established company performance metric. 5,000 RSUs were awarded on August 13, 2021, of which, 1,250 RSUs vested each anniversary of the awards through August 13, 2025. 5,000 PSUs were awarded on August 13, 2021, of which, 1,250 PSUs vested at each anniversary of the award on August 13, 2022, August 13, 2023, and August 13, 2024 due to achievement of pre-established company performance metric. For the 1,250 PSUs that vested on August 13, 2025, the Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied. 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.
