Were the NXST insider share sales discretionary or for taxes?

The filing explains the reported sale was to cover tax withholding obligations. Shares sold were connected to the settlement of restricted stock units that vested on May 23, 2026, indicating a tax-related transaction rather than a purely discretionary portfolio decision.

Nexstar Media Group (NXST) EVP sells 185 shares after RSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nexstar Media Group EVP of Operations Russell Blake reported routine equity compensation activity. On May 23, time-based restricted stock units vested, converting 750 RSUs into the same number of Nexstar common shares at no exercise price, reflecting a 2024 award that vests annually through May 23, 2028.

On May 27, Blake sold 185 common shares at an average price of $187.3214 per share. According to the filing, this sale was made to cover tax withholding obligations related to the RSU settlement, rather than as a discretionary share sale.

After these transactions, Blake holds 26,396 Nexstar common shares directly, along with 1,500 RSUs that remain outstanding and scheduled to vest in future years under the original award terms.

Insider Trade Summary

Net Seller: 185 shares ($34,654)

Net Sell 3 txns

Insider Russell Blake

Role EVP, Operations

Sold 185 shs ($35K)

Type	Security	Shares	Price	Value
Sale	Common Stock	185	$187.3214	$35K
Exercise	Restricted Stock Units	750	$0.00	--
Exercise	Common Stock	750	$0.00	--

Holdings After Transaction: Common Stock — 26,396 shares (Direct, null); Restricted Stock Units — 1,500 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. 3,000 RSUs were awarded on May 23, 2024, of which, 750 RSUs vest at each anniversary of the award through May 23, 2028. 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 May 23, 2026.

Key Figures

Shares sold: 185 shares Sale price: $187.3214 per share RSUs converted: 750 RSUs +3 more

6 metrics

Shares sold 185 shares Open-market sale on May 27, 2026 at $187.3214

Sale price $187.3214 per share Average price for 185 Nexstar common shares

RSUs converted 750 RSUs Time-based RSUs converted to common stock on May 23, 2026

Common shares held 26,396 shares Direct holdings after reported transactions

RSUs outstanding 1,500 RSUs Remaining from 3,000-unit award granted May 23, 2024

Original RSU award 3,000 RSUs Granted May 23, 2024, vesting 750 units annually to 2028

Key Terms

Restricted Stock Units, time-based restricted stock unit, vesting date, tax withholding obligations, +1 more

5 terms

Restricted Stock Units financial

"Restricted Stock Units, transaction_shares: "750.0000" ... underlying_security_title: "Common Stock""

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"

vesting date financial

"subject to the Reporting Person's continued service through the applicable vesting date"

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations"

derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 06:44 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^*

Russell Blake

(Last)

(First)

(Middle)

C/O NEXSTAR MEDIA GROUP, INC.

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)
	EVP, Operations

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2026

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	05/23/2026		M		750	A	$0⁽¹⁾⁽²⁾	26,581	D
Common Stock	05/27/2026		S⁽³⁾		185	D	$187.3214	26,396	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⁾	05/23/2026		M			750	⁽²⁾	⁽²⁾	Common Stock	750	$0	1,500	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. 3,000 RSUs were awarded on May 23, 2024, of which, 750 RSUs vest at each anniversary of the award through May 23, 2028.

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 May 23, 2026.

	/s/ Mark Hoyla, Attorney-in-Fact for Blake Russell	05/27/2026
	** 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 NXST EVP Russell Blake report?

Russell Blake reported RSU vesting and a related share sale. 750 restricted stock units converted into Nexstar common shares, and 185 shares were sold to satisfy tax withholding obligations tied to that vesting, as disclosed in the footnotes.

How many Nexstar (NXST) shares did the EVP sell and at what price?

The EVP sold 185 Nexstar common shares at an average price of $187.3214 per share. The filing states this transaction was executed specifically to cover tax withholding obligations from recently vested restricted stock units.

What RSU award and vesting schedule does NXST disclose for the EVP?

Nexstar granted 3,000 time-based RSUs on May 23, 2024. According to the disclosure, 750 RSUs vest on each anniversary of the grant date through May 23, 2028, with each vested RSU converting into one share of common stock.

How many Nexstar (NXST) shares does the EVP hold after these transactions?

Following the reported transactions, the EVP directly holds 26,396 Nexstar common shares. In addition, he has 1,500 restricted stock units outstanding, which are scheduled to vest in future years under the original grant’s vesting schedule.

How many RSUs remain outstanding for the Nexstar EVP after the latest vesting?

After 750 RSUs vested and converted into common shares, 1,500 restricted stock units remain outstanding. These RSUs are time-based and are expected to vest in equal installments annually through May 23, 2028, subject to continued service.