Was Sean Compton’s Nexstar (NXST) share sale a discretionary open-market sale?

The filing classifies the transaction as an open-market sale but explains it was executed to cover tax withholding obligations. It arose from the settlement of performance-based restricted stock units that vested on June 8, 2026, rather than a purely discretionary portfolio decision.

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

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nexstar Media Group executive Sean Compton, President, Networks, reported an open-market sale of 875 shares of common stock at $176.417 per share. According to the footnote, the sale was made to cover tax withholding obligations tied to performance-based restricted stock units that vested on June 8, 2026. After this tax-related sale, Compton directly holds 14,332 shares of Nexstar common stock.

Insider Trade Summary

Net Seller: 875 shares ($154,365)

Net Sell 1 txn

Insider COMPTON SEAN

Role President, Networks

Sold 875 shs ($154K)

Type	Security	Shares	Price	Value
Sale	Common Stock	875	$176.417	$154K

Holdings After Transaction: Common Stock — 14,332 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 875 shares Sale price: $176.417 per share Shares held after sale: 14,332 shares

3 metrics

Shares sold 875 shares Open-market sale on June 10, 2026

Sale price $176.417 per share Price for Nexstar common stock in reported sale

Shares held after sale 14,332 shares Direct ownership following the tax-related sale

Key Terms

performance-based restricted stock units, tax withholding obligations, open-market sale, Form 4

4 terms

performance-based restricted stock units financial

"settlement of performance-based restricted stock units that vested on June 8, 2026"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement"

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 regulatory

"The sale reported on this Form 4 represents shares sold by the Reporting Person"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

06/11/2026 - 06:42 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)
06/10/2026

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	06/10/2026		S⁽¹⁾		875	D	$176.417	14,332	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)

Explanation of Responses:

1. 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 performance-based restricted stock units that vested on June 8, 2026.

	/s/ Mark Hoyla, Attorney-in-Fact for Sean Compton	06/11/2026
	** 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 transaction did Nexstar Media Group (NXST) report for Sean Compton?

Nexstar Media Group reported that Sean Compton sold 875 shares of common stock at $176.417 per share. The filing notes this sale was to cover tax withholding obligations related to performance-based restricted stock units that vested on June 8, 2026.

How many Nexstar (NXST) shares did Sean Compton sell and at what price?

Sean Compton sold 875 shares of Nexstar common stock at a price of $176.417 per share. The transaction is reported as a non-derivative, open-market sale tied to tax withholding obligations associated with recently vested performance-based restricted stock units.

How many Nexstar (NXST) shares does Sean Compton hold after the reported sale?

After selling 875 shares, Sean Compton directly holds 14,332 shares of Nexstar common stock. This figure reflects his position following the tax-related sale connected to the settlement of performance-based restricted stock units that vested on June 8, 2026.

What is the nature of the equity award mentioned in Sean Compton’s Nexstar (NXST) Form 4?

The Form 4 footnote states that the sale covers taxes from the settlement of performance-based restricted stock units. These units vested on June 8, 2026, and their vesting triggered the tax withholding obligation that led to the reported open-market sale of 875 shares.