Nexstar executive sells shares to cover RSU taxes

Nexstar Media Group President, Networks Sean Compton reported an RSU vesting and related share sale.

Rhea-AI Filing Summary

Nexstar Media Group President, Networks Sean Compton reported an RSU vesting and related share sale. On May 23, 2026, 1,000 time-based restricted stock units converted into 1,000 shares of common stock from a 4,000-RSU award granted on May 23, 2024 that vests in 1,000-unit installments annually through May 23, 2028. On May 27, 2026, he sold 445 shares of common stock at $187.3214 per share to cover tax withholding obligations tied to the RSU settlement. After these transactions, he directly holds 11,807 common shares and 2,000 RSUs.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider COMPTON SEAN

Role President, Networks

Sold 445 shs ($83K)

Approx. gross sale proceeds $83K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	445	$187.3214	$83K
Exercise	Restricted Stock Units	1,000	$0.00	$0.00
Exercise	Common Stock	1,000	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 2,000 contracts (Direct); Common Stock — 11,807 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. 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. 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.

Key Figures

Shares sold: 445 shares Sale price: $187.3214 per share RSUs exercised: 1,000 units +4 more

7 metrics

Shares sold 445 shares Common stock sold on May 27, 2026

Sale price $187.3214 per share Open-market sale to cover withholding

RSUs exercised 1,000 units Time-based RSUs converted on May 23, 2026

RSU award size 4,000 RSUs Awarded on May 23, 2024, vesting annually to 2028

Post-transaction common shares 11,807 shares Direct holdings after reported transactions

Outstanding RSUs 2,000 units RSUs remaining after May 23, 2026 vesting

Net share change -445 shares Net of buy/sell activity in this filing

Key Terms

restricted stock unit, vesting date, open-market sale, derivative exercise/conversion, +1 more

5 terms

restricted stock unit financial

"Each time-based restricted stock unit ("RSU") is converted into one share of Nexstar's Common Stock"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

vesting date financial

"subject to the Reporting Person's continued service through the applicable vesting date"

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.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

tax withholding obligations financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Nexstar (NXST) executive Sean Compton report?

Sean Compton reported an RSU vesting and a related share sale. 1,000 restricted stock units converted into common shares, and 445 shares were sold in the market primarily to cover tax withholding obligations from that RSU settlement.

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

Sean Compton sold 445 shares of Nexstar common stock at $187.3214 per share. The filing explains that this sale was made to cover tax withholding obligations associated with restricted stock units that vested on May 23, 2026.

What RSU award is tied to Sean Compton’s recent Nexstar (NXST) Form 4?

The Form 4 references a 4,000-unit time-based RSU award granted on May 23, 2024. Under this grant, 1,000 restricted stock units vest on each anniversary of the award through May 23, 2028, with each vested RSU converting into one share of common stock.

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

Following the reported transactions, Sean Compton directly holds 11,807 shares of Nexstar common stock. He also has 2,000 restricted stock units outstanding, which are scheduled to vest in future years if service-based conditions are satisfied.

Was Sean Compton’s Nexstar (NXST) share sale a discretionary sale or tax-related?

The filing states the sale represents shares sold to cover tax withholding obligations. These obligations arose in connection with the settlement of restricted stock units that vested on May 23, 2026, indicating a tax-driven transaction rather than a purely discretionary sale.

How do Sean Compton’s restricted stock units in Nexstar (NXST) vest over time?

According to the disclosure, 4,000 RSUs were awarded on May 23, 2024. One thousand RSUs vest at each anniversary of that award date through May 23, 2028, subject to his continued service, with each vested unit converting into one share of common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 06:38 PM EDT Learn about SEC filing dates

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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/23/2026		M		1,000	A	$0(1)(2)	12,252	D
Common Stock	05/27/2026		S(3)		445	D	$187.3214	11,807	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)	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.

	/s/ Mark Hoyla, Attorney-in-Fact for Sean Compton	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)