Nexstar Media Group (NXST) executive sells shares to cover tax obligations

Rhea-AI Filing Summary

Nexstar Media Group executive Gary Weitman reported equity compensation vesting and related share sales. On March 24, 2026, time-based RSUs and performance-based PSUs vested and converted into 750 and 588 shares of common stock, respectively. He then sold 3,527 shares at $226 on March 24 and 333 shares at $218.5318 on March 25 to cover tax withholding obligations tied to those awards. After these transactions, he directly holds 5,707 common shares and retains 1,500 RSUs and 1,687 PSUs subject to future vesting and performance conditions.

Insider Trade Summary

Net Seller: 3,860 shares ($869,873)

Net Sell 6 txns

Insider WEITMAN GARY

Role See Remarks

Sold 3,860 shs ($870K)

Type	Security	Shares	Price	Value
Sale	Common Stock	333	$218.5318	$73K
Exercise	Restricted Stock Units	750	$0.00	--
Exercise	Restricted Stock Units	563	$0.00	--
Exercise	Common Stock	750	$0.00	--
Exercise	Common Stock	588	$0.00	--
Sale	Common Stock	3,527	$226.00	$797K

Holdings After Transaction: Common Stock — 5,707 shares (Direct); Restricted Stock Units — 1,500 shares (Direct)

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. 2,250 RSUs were awarded on March 24, 2025, of which 750 RSUs vest at each anniversary date of the award through March 24, 2028. Each Performance-based restricted stock unit ("PSU") represents the right to receive, following vesting, between 0% and 150% of one share of Nexstar's Common Stock, subject to the level of achievement of pre-established company performance metrics and Reporting Person's continued service through the applicable vesting date. 2,250 target PSUs were awarded on March 24, 2025, of which 563, 562 and 1,125 PSUs vest on March 24, 2026, 2027 and 2028, respectively, subject to the achievement of the pre-established company performance metrics. The number of shares of Nexstar's common stock that may be earned is between 0% and 150% 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 104.54% of the target number of PSUs were satisfied. Thus, the 563 target PSUs that vested on March 24, 2026 were converted into 588 shares of Nexstar common stock. 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 and PSUs that vested on March 24, 2026.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

WEITMAN GARY

(Last) (First) (Middle)

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)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/24/2026		M		750	A	$0(1)(2)	8,979	D
Common Stock	03/24/2026		M		588	A	$0(3)(4)	9,567	D
Common Stock	03/24/2026		S		3,527	D	$226	6,040	D
Common Stock	03/25/2026		S(5)		333	D	$218.5318	5,707	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)	03/24/2026		M			750	(2)	(2)	Common Stock	750	$0	1,500	D
Restricted Stock Units	(3)	03/24/2026		M			563	(4)	(4)	Common Stock	588(4)	$0	1,687	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. 2,250 RSUs were awarded on March 24, 2025, of which 750 RSUs vest at each anniversary date of the award through March 24, 2028.

3. Each Performance-based restricted stock unit ("PSU") represents the right to receive, following vesting, between 0% and 150% of one share of Nexstar's Common Stock, subject to the level of achievement of pre-established company performance metrics and Reporting Person's continued service through the applicable vesting date.

4. 2,250 target PSUs were awarded on March 24, 2025, of which 563, 562 and 1,125 PSUs vest on March 24, 2026, 2027 and 2028, respectively, subject to the achievement of the pre-established company performance metrics. The number of shares of Nexstar's common stock that may be earned is between 0% and 150% 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 104.54% of the target number of PSUs were satisfied. Thus, the 563 target PSUs that vested on March 24, 2026 were converted into 588 shares of Nexstar common stock.

5. 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 and PSUs that vested on March 24, 2026.

Remarks:

EVP, Chief Communications Officer

	/s/ Mark Hoyla, Attorney-in-Fact for Gary Weitman	03/26/2026
	** 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)

FAQ

What did Nexstar (NXST) executive Gary Weitman report on this Form 4?

Gary Weitman reported equity awards vesting and related share sales. Time-based RSUs and performance-based PSUs converted into Nexstar common stock, and a portion of shares was sold to satisfy tax withholding obligations associated with those vesting events.

How many Nexstar (NXST) shares did Gary Weitman sell and at what prices?

He sold 3,527 Nexstar common shares at $226.00 on March 24, 2026, and 333 shares at $218.5318 on March 25, 2026. These sales were specifically to cover tax withholding obligations from vested RSUs and PSUs.

How many Nexstar (NXST) shares did Gary Weitman receive from RSU and PSU vesting?

Vesting converted 750 time-based RSUs and 588 performance-based PSUs into Nexstar common stock. The PSUs paid out at 104.54% of target, so 563 target PSUs that vested became 588 common shares following the Compensation Committee’s performance assessment.

What are Gary Weitman’s Nexstar (NXST) holdings after these Form 4 transactions?

Following the vesting and tax-related sales, he directly holds 5,707 shares of Nexstar common stock. He also continues to hold 1,500 time-based RSUs and 1,687 PSUs, which remain subject to future vesting schedules and performance conditions.

Were Gary Weitman’s Nexstar (NXST) share sales discretionary or tax-related?

The filing states the sales were to cover tax withholding obligations from the settlement of RSUs and PSUs that vested on March 24, 2026. This indicates the dispositions were driven by tax requirements rather than purely discretionary open-market selling.

How are Nexstar (NXST) PSUs structured for Gary Weitman in this Form 4?

Each PSU can convert into 0%–150% of one Nexstar share based on performance. For the March 24, 2026 vesting, 563 target PSUs vested and, at 104.54% achievement, converted into 588 Nexstar common shares after the Compensation Committee’s performance determination.