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  4. [Form 4] NEXSTAR MEDIA GROUP, INC. Insider Trading Activity

Nexstar (NXST) executive settles RSUs and sells 184 shares for tax obligations

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Nexstar Media Group executive Gary Weitman reported routine equity compensation activity. He converted 750 time-based restricted stock units into the same number of Common Stock shares in connection with a scheduled vesting on May 23, 2026. These RSUs were part of a 3,000-unit award granted on May 23, 2024, with 750 units vesting on each anniversary through May 23, 2028.

In a related transaction, 184 Common Stock shares were sold at an average price of $187.3214 per share to cover tax withholding obligations arising from the RSU settlement, as disclosed in the footnotes. Following these events, Weitman directly holds 5,018 Common Stock shares and 1,500 RSUs, indicating he retained most of the newly vested shares as ongoing equity exposure.

Positive

  • None.

Negative

  • None.
Insider WEITMAN GARY
Role See Remarks
Sold 184 shs ($34K)
Approx. gross sale proceeds $34K
Approx. exercise cost $0.00
Type Security Shares Price Value
Sale Common Stock 184 $187.3214 $34K
Exercise Restricted Stock Units 750 $0.00 --
Exercise Common Stock 750 $0.00 --
Holdings After Transaction: Restricted Stock Units — 1,500 shares (Direct); Common Stock — 5,018 shares (Direct)
Footnotes (3)
  1. F1. 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. F2. 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. F3. 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.
Shares sold for taxes 184 shares Common Stock sold to cover tax withholding on May 27, 2026
Sale price per share $187.3214 per share Average price for 184 Common Stock shares sold
RSUs converted 750 RSUs RSUs converted into Common Stock on May 23, 2026
Common shares after transactions 5,018 shares Direct Common Stock holdings following reported transactions
RSUs outstanding after vesting 1,500 RSUs Remaining restricted stock units after 750 vested from 3,000-award
Original RSU award size 3,000 RSUs Time-based RSU grant on May 23, 2024
Restricted Stock Units financial
"The sale reported on this Form 4 represents shares sold ... in connection with the settlement of RSUs that vested on May 23, 2026."
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 of Nexstar's Common Stock..."
vesting date financial
"Each time-based restricted stock unit ("RSU") is converted ... subject to the Reporting Person's continued service through the applicable vesting date."
tax withholding obligations financial
"The sale reported on this Form 4 represents shares sold ... to cover tax withholding obligations in connection with the settlement of RSUs..."

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did NXST executive Gary Weitman report?
Gary Weitman reported the conversion of 750 restricted stock units into Common Stock and the sale of 184 shares. The sale was specifically to cover tax withholding obligations triggered by the RSU vesting on May 23, 2026, not a discretionary open-market sale.

How many Nexstar (NXST) shares did Gary Weitman sell and at what price?
He sold 184 shares of Nexstar Common Stock at an average price of $187.3214 per share. According to the footnotes, this transaction was executed solely to satisfy tax withholding obligations related to vested restricted stock units.

What RSU award and vesting schedule does the NXST Form 4 describe?
The filing describes a 3,000-unit time-based restricted stock unit award granted on May 23, 2024. Of this award, 750 RSUs vest on each anniversary of the grant date through May 23, 2028, with each vested RSU converting into one share of Nexstar Common Stock.

How many Nexstar (NXST) shares and RSUs does Gary Weitman hold after these transactions?
After the reported transactions, Gary Weitman directly holds 5,018 shares of Nexstar Common Stock and 1,500 restricted stock units. The remaining RSUs continue to be subject to future vesting conditions tied to his continued service with the company.
SEC Form 4
FORM 4UNITED 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*
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)
Director10% Owner
XOfficer (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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/23/2026M750A$0(1)(2)5,202D
Common Stock05/27/2026S(3)184D$187.32145,018D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/23/2026M750 (2) (2)Common Stock750$01,500D
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.
Remarks:
EVP, Chief Communications Officer
/s/ Mark Hoyla, Attorney-in-Fact for Gary Weitman05/27/2026
** Signature of Reporting PersonDate
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