Nexstar (NXST) CEO Sook converts PSUs, withholds shares for taxes

Rhea-AI Filing Summary

Nexstar Media Group CEO Perry A. Sook reported equity award activity and related tax withholding. On March 2, 2026, 36,949 target performance-based restricted stock units vested and were converted into 66,508 shares of common stock after the company determined 180% of the target PSUs were earned. On March 3, 2026, 26,171 shares of common stock were disposed of at $243.55 per share to cover tax obligations, a transaction categorized as payment of tax liability by delivering securities rather than an open-market sale. Following these transactions, Mr. Sook directly owned 886,809 shares of common stock and 36,950 target PSUs remain scheduled to vest on March 3, 2027 into 66,510 shares. In addition, 975,956 shares of common stock are owned indirectly through PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.

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^*

SOOK PERRY A

(Last) (First) (Middle)

C/O NEXSTAR MEDIA GROUP, INC.

545 E. JOHN CARPENTER FREEWAY, SUITE 700

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		M		66,508	A	$0(1)(2)	912,980	D
Common Stock	03/03/2026		F		26,171	D	$243.55	886,809	D
Common Stock								975,956	I	PS Sook Ltd.(3)

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)	03/02/2026		M			36,949	(2)	(4)	Common Stock	66,508(2)	$0	36,950	D

Explanation of Responses:

1. Each Performance-based restricted stock unit ("PSU") represents the right to receive, following vesting, between 0% and 200% of one share of Nexstar's Common Stock, subject to the level of achievement of pre-established company performance metrics.

2. 73,899 target PSUs were awarded on March 1, 2025. The number of shares of Nexstar's Common Stock that may be earned is between 0% and 200% 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 180% of the target number of PSUs were satisfied. Thus, the 36,949 target PSUs that vested on March 2, 2026 were converted into 66,508 shares of Nexstar common stock. The 36,950 target PSUs that vest on March 3, 2027 will also convert to 66,510 shares of Nexstar common stock at vesting date.

3. The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.

4. The PSUs have no expiration and are subject to accelerated vesting in the event of termination of the Reporting Person's employment under certain circumstances, including change in control, a reason by the Company other than for cause, or for good reason.

	/s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook	03/04/2026
	** 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) CEO Perry A. Sook report?

Perry A. Sook reported performance-based restricted stock units vesting into 66,508 common shares and a 26,171-share tax-withholding disposition at $243.55 per share. These transactions reflect equity award settlement and related tax coverage, not an open-market purchase or sale program.

How many Nexstar (NXST) shares does Perry A. Sook own after these Form 4 transactions?

After the reported activity, Perry A. Sook directly owns 886,809 shares of Nexstar common stock. Additionally, 975,956 shares are owned indirectly through PS Sook Ltd., of which he and his spouse are beneficial owners, providing substantial combined exposure to Nexstar equity.

Were Perry A. Sook’s Nexstar (NXST) Form 4 transactions open-market sales?

The filing shows a 26,171-share disposition categorized as payment of tax liability by delivering securities at $243.55 per share. This is a tax-withholding transaction, not a discretionary open-market sale, tied to the vesting of performance-based restricted stock units.

What are the terms of Perry A. Sook’s performance-based RSUs at Nexstar (NXST)?

Each PSU can convert into between 0% and 200% of one Nexstar share depending on performance. For awards granted March 1, 2025, the Compensation Committee certified 180% achievement, converting 36,949 target PSUs into 66,508 shares upon vesting on March 2, 2026.

What future Nexstar (NXST) share vesting is scheduled for Perry A. Sook’s PSUs?

The filing states that 36,950 target PSUs are scheduled to vest on March 3, 2027. At the certified 180% performance level, these PSUs are expected to convert into 66,510 shares of Nexstar common stock at that vesting date, absent changes in conditions.

How do Perry A. Sook’s PSUs at Nexstar (NXST) vest in special situations?

The PSUs have no expiration date and are subject to accelerated vesting if employment ends under certain conditions. These include change in control, termination by the company for reasons other than cause, or departure for good reason, potentially causing earlier conversion into Nexstar shares.