Was Rachel Morgan’s Nexstar (NXST) stock sale a discretionary sale or tax-related?

The Form 4 footnote states the 185-share sale was made to cover tax withholding obligations. It was connected to the settlement of RSUs that vested on May 23, 2026, indicating a tax-related disposition rather than a discretionary portfolio trade.

Nexstar EVP exercises RSUs, sells 185 shares

Nexstar Media Group EVP and General Counsel Rachel Morgan reported routine equity compensation activity.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

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Form Type

Rhea-AI Filing Summary

Nexstar Media Group EVP and General Counsel Rachel Morgan reported routine equity compensation activity. On May 23, 2026, 750 restricted stock units converted into the same number of common shares at a stated price of $0.0000, reflecting the vesting of part of a 3,000-RSU grant awarded on May 23, 2024.

On May 27, 2026, Morgan sold 185 shares of common stock at $187.3214 per share. A footnote explains these shares were sold to cover tax withholding obligations tied to the RSU settlement. After these transactions, she holds 565 common shares directly and 1,500 RSUs that continue to vest annually through May 23, 2028.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Morgan Rachel

Role EVP General Counsel

Sold 185 shs ($35K)

Approx. gross sale proceeds $35K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	185	$187.3214	$35K
Exercise	Restricted Stock Units	750	$0.00	$0.00
Exercise	Common Stock	750	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 1,500 contracts (Direct); Common Stock — 565 shares (Direct)

Footnotes (3)

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.
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.
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: 185 shares Sale price: $187.3214 per share Shares held after sale: 565 shares +4 more

7 metrics

Shares sold 185 shares Common stock sold on May 27, 2026

Sale price $187.3214 per share Price for 185 common shares sold

Shares held after sale 565 shares Common stock directly owned post-transaction

RSUs vested 750 RSUs RSUs converted to common stock on May 23, 2026

Original RSU grant 3,000 RSUs Awarded May 23, 2024

Annual RSU vesting 750 RSUs per year Each anniversary through May 23, 2028

RSUs remaining 1,500 RSUs Outstanding after the reported vesting

Key Terms

Restricted Stock Units, time-based restricted stock unit, tax withholding obligations, derivative security

4 terms

Restricted Stock Units financial

"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"

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"

tax withholding obligations financial

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

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

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

What insider transactions did Nexstar (NXST) report for EVP Rachel Morgan?

Nexstar reported that EVP General Counsel Rachel Morgan had 750 RSUs convert into common stock and sold 185 common shares. The sale was specifically to cover tax withholding obligations related to the RSU vesting on May 23, 2026.

How many Nexstar (NXST) shares did Rachel Morgan sell and at what price?

Rachel Morgan sold 185 shares of Nexstar common stock at $187.3214 per share. A filing footnote states the transaction was made to cover tax withholding obligations arising from recently vested restricted stock units.

What RSU award is involved in Rachel Morgan’s Nexstar (NXST) Form 4 filing?

The filing explains that 3,000 RSUs were awarded on May 23, 2024. Of these, 750 RSUs vest on each anniversary of the award through May 23, 2028, with 750 RSUs converting into common stock as part of the reported transactions.

How many Nexstar (NXST) shares and RSUs does Rachel Morgan hold after these transactions?

Following the reported transactions, Rachel Morgan directly holds 565 shares of Nexstar common stock and 1,500 restricted stock units. The remaining RSUs are time-based and continue to vest annually through May 23, 2028, subject to her continued service.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/27/2026 - 06:43 PM EDT

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^*

Morgan Rachel

(Last)

(First)

(Middle)

C/O NEXSTAR MEDIA GROUP, INC.

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)
	EVP General Counsel

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		750	A	$0⁽¹⁾⁽²⁾	750	D
Common Stock	05/27/2026		S⁽³⁾		185	D	$187.3214	565	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			750	⁽²⁾	⁽²⁾	Common Stock	750	$0	1,500	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. 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.

	/s/ Mark Hoyla, Attorney-in-Fact for Rachel Morgan	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