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

Financial Analyst

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.

Corporate Governance Expert

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.

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

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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 TX 75062

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/13/2025		M		1,250	A	$0(1)(2)	14,076	D
Common Stock	08/13/2025		M		1,250	A	$0(1)(3)	15,026	D
Common Stock	08/13/2025		F		984	D	$210.04	14,342	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/13/2025		M			1,250	(2)	(4)	Common Stock	1,250	$0	0	D
Restricted Stock Units	(1)	08/13/2025		M			1,250	(3)	(4)	Common Stock	1,250	$0	0	D

Explanation of Responses:

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.

2. 5,000 RSUs were awarded on August 13, 2021, of which, 1,250 RSUs vested each anniversary of the awards through August 13, 2025.

3. 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.

4. 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.

	/s/ Mark Hoyla, Attorney-in-Fact for Lee Ann Gliha	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Nexstar (NXST) report for Lee Ann Gliha?

On 08/13/2025, Lee Ann Gliha had 1,250 RSUs and 1,250 PSUs vest (converted to common stock) and sold 984 shares at $210.04.

How many shares vested and what types were they?

2,500 shares vested in total: 1,250 time-based RSUs and 1,250 performance-based PSUs.

Why did the PSUs vest?

The filing states the Compensation Committee determined the pre-established performance metrics were satisfied, triggering vesting of the PSUs.

How many shares were sold and at what price?

984 shares were disposed at a reported price of $210.04.

What beneficial ownership figures are reported after the transactions?

The filing shows reported beneficial-ownership figures of 14,076, 15,026, and 14,342 following each respective reported transaction line.

Are there forfeiture or expiration terms for these awards?

The RSUs/PSUs have no expiration, but any unvested portion is forfeited if employment terminates for reasons other than a company change of control.