Were Dana Zimmer’s Nexstar (NXST) share sales discretionary or for taxes?

The disclosure states the 465-share sale reported was to cover tax withholding obligations associated with the settlement of restricted stock units that vested on May 23, 2026, indicating the transaction was tied to tax requirements rather than a standalone investment decision.

Nexstar (NXST) insider exercises RSUs, sells shares to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nexstar Media Group insider Dana Zimmer reported a combination of RSU vesting and related share sales. On May 23, 2026, 1,000 time-based restricted stock units converted into 1,000 shares of Common Stock at a conversion price of $0.0000 per share, reflecting vested equity compensation.

According to the disclosure, on May 27, 2026, Zimmer sold 465 Common shares at an average price of $187.3214 per share to cover tax withholding obligations tied to the RSU settlement. After these transactions, Zimmer directly holds 3,272 Common shares and 2,000 remaining restricted stock units that continue to vest annually through May 23, 2028.

Insider Trade Summary

Net Seller: 465 shares ($87,104)

Net Sell 3 txns

Insider ZIMMER DANA

Role See Remarks

Sold 465 shs ($87K)

Type	Security	Shares	Price	Value
Sale	Common Stock	465	$187.3214	$87K
Exercise	Restricted Stock Units	1,000	$0.00	--
Exercise	Common Stock	1,000	$0.00	--

Holdings After Transaction: Common Stock — 3,272 shares (Direct, null); Restricted Stock Units — 2,000 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. 4,000 RSUs were awarded on May 23, 2024, of which, 1,000 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: 465 shares Sale price: $187.3214 per share RSUs converted: 1,000 units +4 more

7 metrics

Shares sold 465 shares Common Stock sale on May 27, 2026 to cover taxes

Sale price $187.3214 per share Average price for 465 Common shares sold May 27, 2026

RSUs converted 1,000 units RSUs converted into Common Stock on May 23, 2026

Conversion price $0.0000 per share Conversion of RSUs into Nexstar Common Stock

Shares held after 3,272 shares Direct Common Stock ownership following May 2026 transactions

Remaining RSUs 2,000 units Unvested RSUs continuing to vest through May 23, 2028

Original RSU grant 4,000 units RSUs awarded on May 23, 2024

Key Terms

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

5 terms

Restricted Stock Units financial

"security_title": "Restricted Stock Units""

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 in connection with the settlement"

settlement of RSUs financial

"in connection with the settlement of RSUs that vested on May 23, 2026"

Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 06:39 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^*

ZIMMER DANA

(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)
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		1,000	A	$0⁽¹⁾⁽²⁾	3,737	D
Common Stock	05/27/2026		S⁽³⁾		465	D	$187.3214	3,272	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			1,000	⁽²⁾	⁽²⁾	Common Stock	1,000	$0	2,000	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. 4,000 RSUs were awarded on May 23, 2024, of which, 1,000 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.

Remarks:

President, Distribution & Strategy

	/s/ Mark Hoyla, Attorney-in-Fact for Dana Zimmer	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 Dana Zimmer report at Nexstar (NXST)?

Dana Zimmer reported RSU vesting and a related share sale. On May 23, 2026, 1,000 restricted stock units converted into 1,000 Common shares, followed by the sale of 465 shares on May 27, 2026 to satisfy tax withholding obligations.

How many Nexstar (NXST) shares did Dana Zimmer sell and at what price?

Dana Zimmer sold 465 shares of Nexstar Common Stock at an average price of $187.3214 per share on May 27, 2026. The filing states this sale was specifically to cover tax withholding obligations from vested restricted stock units.

What Nexstar (NXST) equity did Dana Zimmer receive from RSU vesting?

On May 23, 2026, 1,000 time-based restricted stock units held by Dana Zimmer converted into 1,000 shares of Nexstar Common Stock at a $0.0000 conversion price, reflecting previously granted equity compensation that vested subject to continued service requirements.

How many Nexstar (NXST) shares does Dana Zimmer hold after these transactions?

Following the May 2026 transactions, Dana Zimmer directly holds 3,272 shares of Nexstar Common Stock. In addition, the disclosure shows 2,000 remaining restricted stock units that continue vesting annually through May 23, 2028, subject to continued service.

What is the vesting schedule of Dana Zimmer’s Nexstar (NXST) RSUs?

The filing notes 4,000 restricted stock units were awarded on May 23, 2024. Of these, 1,000 RSUs vest on each anniversary of the award date through May 23, 2028, subject to Dana Zimmer’s continued service with Nexstar.