Ellen Johnson converts 571 Nexstar RSUs to common stock (NXST)

Rhea-AI Filing Summary

Ellen Tobi Johnson, a director of Nexstar Media Group (NXST), had 571 time-based restricted stock units (RSUs) that vested on October 1, 2025 and converted into 571 shares of Nexstar common stock at a $0 conversion price. The filing shows the RSUs were originally awarded on October 1, 2024 and have no expiration, but any unvested RSUs would be forfeited if the reporting person ceases to be a director for reasons other than a change of control. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Johnson on October 2, 2025.

Positive

• 571 RSUs vested and converted to 571 shares, aligning the director's compensation with shareholder outcomes
• RSUs have no expiration, providing long-term alignment once vested

Negative

• Forfeiture provision: unvested RSUs are forfeited if the director leaves for reasons other than a change of control, which limits flexibility
• Transaction size is immaterial and provides no meaningful signal about insider conviction or liquidity needs

Insights

Corporate Governance Expert

TL;DR Director received 571 vested RSUs converted to common shares; standard forfeiture if director departs without change of control.

The transaction is routine compensation-based equity vesting for a director rather than a market purchase or sale. Vesting of RSUs aligns a director's interests with shareholders by converting deferred compensation into common stock. The forfeiture clause is a common retention mechanism. No dilution beyond issuance of 571 shares is indicated and there are no sales or option exercises that would signal liquidity events.

Securities Analyst

TL;DR Small, non-material insider acquisition from RSU vesting; unlikely to move investor view or share price.

The reported conversion of 571 RSUs into 571 shares at $0 reflects standard equity compensation vesting and not an open-market transaction. The size (571 shares) is immaterial relative to a public company and does not change ownership structure materially. The filing uses Transaction Code M, indicating conversion; Table II confirms zero derivative RSUs remaining. Impact on capitalization and liquidity is negligible.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Johnson Ellen Tobi

(Last) (First) (Middle)

C/O IPG

909 THIRD AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEXSTAR MEDIA GROUP, INC. [ NXST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	10/01/2025		M		571	A	$0(1)(2)	571	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)	10/01/2025		M			571	(2)	(3)	Common Stock	571	$0	0	D

Explanation of Responses:

1. Each time-based restricted stock unit ("RSU") is converted into one share of Nexstar's Common Stock at the vesting date.

2. 571 RSUs were awarded on October 1, 2024, all of which were fully vested on October 1, 2025.

3. The RSUs have no expiration. However, any and all unvested portion of RSUs shall be forfeited and cancelled should the Reporting Person ceases being a director of the Company for any reason other than a company change of control.

	/s/ Mark Hoyla, Attorney-in-Fact for Ellen Johnson	10/02/2025
	** 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.

FAQ

What did Ellen Tobi Johnson report on Form 4 for NXST?

She reported 571 time-based RSUs vested on 10/01/2025 and converted into 571 shares of Nexstar common stock.

When were the RSUs originally awarded and when did they vest?

The RSUs were awarded on 10/01/2024 and were fully vested on 10/01/2025.

Did the filing show any sale of shares by the reporting person?

No sale was reported; the filing documents conversion of RSUs into common stock (Transaction Code M).

Are there any forfeiture or expiration conditions on the RSUs?

The RSUs have no expiration, but any unvested portion is forfeited if the reporting person ceases to be a director for reasons other than a change of control.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Mark Hoyla, Attorney-in-Fact for Ellen Johnson, on 10/02/2025.