Nexstar Media Group (NXST) executive exercises 2876 PSUs into stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nexstar Media Group President, Networks Sean Compton reported routine equity compensation activity. On June 8, 2026, he exercised performance-based restricted stock units into 2,876 shares of common stock, classified as derivative exercises rather than open-market purchases. Following these transactions, he directly held 15,207 shares of common stock. The vested units came from several PSU awards granted in 2022, 2023, and 2024, which were subject to pre-established company performance metrics and his continued service. The Compensation Committee determined those conditions were satisfied, allowing the PSUs scheduled for 2026 to vest in full.

Insider Trade Summary

2,876 shares exercised/converted

Mixed 6 txns

Insider COMPTON SEAN

Role President, Networks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,000	$0.00	--
Exercise	Restricted Stock Units	938	$0.00	--
Exercise	Restricted Stock Units	938	$0.00	--
Exercise	Common Stock	1,000	$0.00	--
Exercise	Common Stock	938	$0.00	--
Exercise	Common Stock	938	$0.00	--

Holdings After Transaction: Restricted Stock Units — 2,000 shares (Direct, null); Common Stock — 13,331 shares (Direct, null)

Footnotes (1)

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 metrics and Reporting Person's continued service through the applicable vesting date. 4,000 PSUs were awarded on May 23, 2024, of which, 1,000 PSUs vest at each anniversary of the award through May 23, 2028, subject to the achievement of pre-established company performance metrics. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied. Thus, the 1,000 PSUs vested in full on June 8, 2026. 3,750 PSUs were awarded on June 3, 2022, of which, 937, 938, 937 and 938 PSUs vested on June 3, 2023, 2024, 2025, and 2026, respectively, subject to the achievement of pre-established company performance metrics. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied. Thus, the 938 PSUs vested in full on June 8, 2026. 3,750 PSUs were awarded on June 14, 2023, of which, 938, 937 and 938 PSUs vested on June 14, 2024, 2025, and 2026, respectively, and, 937 PSUs will vest on June 14, 2027, subject to the achievement of pre-established company performance metric. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied. Thus, the 938 PSUs vested in full on June 8, 2026.

Key Figures

Shares acquired via exercises: 2,876 shares Common shares held after: 15,207 shares 2024 PSU award size: 4,000 PSUs +3 more

6 metrics

Shares acquired via exercises 2,876 shares Derivative exercises of performance-based RSUs on June 8, 2026

Common shares held after 15,207 shares Direct ownership after June 8, 2026 transactions

2024 PSU award size 4,000 PSUs Awarded May 23, 2024; 1,000 PSUs vest each anniversary through May 23, 2028

2022 PSU award size 3,750 PSUs Awarded June 3, 2022; annual tranches including 938 PSUs vested for 2026

2023 PSU award size 3,750 PSUs Awarded June 14, 2023; includes 938 PSUs vested for 2026 and 937 PSUs scheduled for 2027

Single PSU vesting tranche 1,000 PSUs From 2024 award vesting at each anniversary through May 23, 2028

Key Terms

performance-based restricted stock unit ("PSU"), vesting date, Compensation Committee, pre-established company performance metrics, +1 more

5 terms

performance-based restricted stock unit ("PSU") financial

"Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share"

vesting date financial

"subject to the achievement of pre-established company performance metrics and Reporting Person's continued service through the applicable vesting date"

Compensation Committee financial

"The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

pre-established company performance metrics financial

"subject to the achievement of pre-established company performance metrics and Reporting Person's continued service"

performance-based restricted stock units (PSUs) financial

"3,750 PSUs were awarded on June 3, 2022, of which, 937, 938, 937 and 938 PSUs vested"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/10/2026 - 05:15 PM Accepted by SEC EDGAR 06/10/2026 - 05:15 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^*

COMPTON SEAN

(Last)

(First)

(Middle)

545 E. JOHN CARPENTER FREEWAY

(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)
	President, Networks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

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	06/08/2026		M		1,000	A	⁽¹⁾⁽²⁾	13,331	D
Common Stock	06/08/2026		M		938	A	⁽¹⁾⁽³⁾	14,269	D
Common Stock	06/08/2026		M		938	A	⁽¹⁾⁽⁴⁾	15,207	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⁾	06/08/2026		M			1,000	⁽²⁾	⁽²⁾	Common Stock	1,000	$0	2,000	D
Restricted Stock Units	⁽¹⁾	06/08/2026		M			938	⁽³⁾	⁽³⁾	Common Stock	938	$0	0	D
Restricted Stock Units	⁽¹⁾	06/08/2026		M			938	⁽⁴⁾	⁽⁴⁾	Common Stock	938	$0	937	D

Explanation of Responses:

1. 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 metrics and Reporting Person's continued service through the applicable vesting date.

2. 4,000 PSUs were awarded on May 23, 2024, of which, 1,000 PSUs vest at each anniversary of the award through May 23, 2028, subject to the achievement of pre-established company performance metrics. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied. Thus, the 1,000 PSUs vested in full on June 8, 2026.

3. 3,750 PSUs were awarded on June 3, 2022, of which, 937, 938, 937 and 938 PSUs vested on June 3, 2023, 2024, 2025, and 2026, respectively, subject to the achievement of pre-established company performance metrics. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied. Thus, the 938 PSUs vested in full on June 8, 2026.

4. 3,750 PSUs were awarded on June 14, 2023, of which, 938, 937 and 938 PSUs vested on June 14, 2024, 2025, and 2026, respectively, and, 937 PSUs will vest on June 14, 2027, subject to the achievement of pre-established company performance metric. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied. Thus, the 938 PSUs vested in full on June 8, 2026.

	/s/ Mark Hoyla, Attorney-in-Fact for Sean Compton	06/10/2026
	** 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 did Nexstar (NXST) executive Sean Compton report in this Form 4?

Sean Compton reported equity compensation activity, not an open-market trade. He exercised performance-based restricted stock units into common shares after company performance conditions were met and continued service requirements were satisfied, reflecting the vesting of prior PSU awards.

How many shares did Sean Compton acquire in the latest Nexstar (NXST) filing?

He acquired 2,876 shares of Nexstar common stock through derivative exercises. These shares came from vested performance-based restricted stock units rather than open-market purchases, as part of previously granted long-term incentive awards tied to company performance.

What are performance-based restricted stock units (PSUs) in Nexstar (NXST)'s plan?

Each PSU represents a contingent right to receive one Nexstar common share. Delivery depends on achieving pre-established company performance metrics and the executive’s continued service through the applicable vesting date, as overseen and confirmed by the Compensation Committee.

Which PSU awards vested for Sean Compton at Nexstar (NXST) on June 8, 2026?

Portions of three PSU grants vested. These include 4,000 PSUs awarded May 23, 2024, 3,750 PSUs awarded June 3, 2022, and 3,750 PSUs awarded June 14, 2023, with specific annual tranches scheduled to vest upon meeting performance goals.

How many Nexstar (NXST) common shares does Sean Compton hold after these transactions?

After the reported exercises, Sean Compton directly holds 15,207 shares of Nexstar common stock. This figure reflects his position following the June 8, 2026 derivative exercises converting vested performance-based restricted stock units into common shares.

Are future PSU vestings expected for Sean Compton at Nexstar (NXST)?

Yes. One PSU grant dated June 14, 2023 includes 937 PSUs scheduled to vest on June 14, 2027, subject to achievement of pre-established company performance metrics and continued service, as described in the award’s vesting schedule.