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Large RSU and PSU grants for Nexstar (NXST) CEO Perry Sook detailed

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nexstar Media Group CEO Perry A. Sook reported multiple equity compensation transactions involving restricted stock units (RSUs), performance stock units (PSUs), and common stock. On March 1–2, 2026, several RSU and PSU awards vested and were converted into Nexstar common shares.

The filing shows 37,612 RSUs from a March 1, 2024 grant vesting on each of March 1, 2025 and March 1, 2026, and related PSUs converting into 45,259 common shares on each of those dates after the Compensation Committee determined 120.33% of the target was earned. New grants on March 2, 2026 include 40,446 RSUs, vesting in three equal annual installments, and 60,670 target PSUs that may pay out between 0% and 200% in 2029 based on performance. A tax-withholding disposition of 46,544 common shares at $247.24 per share was used to cover obligations. The filing also notes 975,956 common shares held indirectly through PS Sook Ltd., beneficially owned by Mr. Sook and his spouse.

Positive

  • None.

Negative

  • None.
Insider SOOK PERRY A
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 36,950 $0.00 --
Grant/Award Restricted Stock Units 40,446 $0.00 --
Grant/Award Restricted Stock Units 60,670 $0.00 --
Exercise Common Stock 36,950 $0.00 --
Tax Withholding Common Stock 46,544 $247.24 $11.51M
Exercise Restricted Stock Units 37,612 $0.00 --
Exercise Restricted Stock Units 37,612 $0.00 --
Exercise Common Stock 37,612 $0.00 --
Exercise Common Stock 45,259 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 36,949 shares (Direct); Common Stock — 893,016 shares (Direct); Common Stock — 975,956 shares (Indirect, PS Sook Ltd.)
Footnotes (1)
  1. Each time-based restricted stock unit ("RSU") is converted into one share of Nexstar's Common Stock at the vesting date. Each Performance-based restricted stock unit ("PSU") represents the right to receive, following vesting, between 0% and 200% of one share of Nexstar's Common Stock, subject to the level of achievement of pre-established company performance metrics. 75,224 RSUs were awarded on March 1, 2024, of which 37,612 RSUs vested each on March 1, 2025 and March 1, 2026. 75,224 target PSUs were awarded on March 1, 2024. The number of shares of Nexstar's Common Stock that may be earned is between 0% and 200% of the target number of PSUs. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions to receive 120.33% of the target number of PSUs were satisfied. Thus, the 37,612 target PSUs that vested on March 1, 2025, and again on March 1, 2026, were each converted into 45,259 shares of Nexstar common stock. 73,899 RSUs were awarded on March 1, 2025, of which 36,950 RSUs vested on March 2, 2026 and 36,949 RSUs vest on March 3, 2027. The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners. The RSUs/PSUs have no expiration and are subject to accelerated vesting in the event of termination of the Reporting Person's employment under certain circumstances, including change in control, a reason by the Company other than for cause, or for good reason. 40,446 RSUs were awarded on March 2, 2026, of which 13,482 RSUs vest at each anniversary of the award through March 2, 2029. 60,670 target PSUs were awarded on March 2, 2026 which vest in full on March 2, 2029, subject to the achievement of the pre-established company performance metric. The number of shares of Nexstar's Common Stock that may be earned is between 0% and 200% of the target number of PSUs.
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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*
SOOK PERRY A

(Last) (First) (Middle)
C/O NEXSTAR MEDIA GROUP, INC.
545 E. JOHN CARPENTER FREEWAY, SUITE 700

(Street)
IRVING TX 75062

(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
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026
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 03/01/2026 M 37,612 A $0(1)(2) 810,807 D
Common Stock 03/01/2026 M 45,259 A $0(1)(3) 856,066 D
Common Stock 03/02/2026 M 36,950 A $0(1)(4) 893,016 D
Common Stock 03/02/2026 F 46,544 D $247.24 846,472 D
Common Stock 975,956 I PS Sook Ltd.(5)
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) 03/01/2026 M 37,612 (2) (6) Common Stock 37,612 $0 0 D
Restricted Stock Units (1) 03/01/2026 M 37,612 (3) (6) Common Stock 45,259(3) $0 0 D
Restricted Stock Units (1) 03/02/2026 M 36,950 (4) (6) Common Stock 36,950 $0 36,949 D
Restricted Stock Units (1) 03/02/2026 A 40,446 (7) (6) Common Stock 40,446 $0 40,446 D
Restricted Stock Units (1) 03/02/2026 A 60,670 (8) (6) Common Stock 60,670 $0 60,670 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. Each Performance-based restricted stock unit ("PSU") represents the right to receive, following vesting, between 0% and 200% of one share of Nexstar's Common Stock, subject to the level of achievement of pre-established company performance metrics.
2. 75,224 RSUs were awarded on March 1, 2024, of which 37,612 RSUs vested each on March 1, 2025 and March 1, 2026.
3. 75,224 target PSUs were awarded on March 1, 2024. The number of shares of Nexstar's Common Stock that may be earned is between 0% and 200% of the target number of PSUs. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions to receive 120.33% of the target number of PSUs were satisfied. Thus, the 37,612 target PSUs that vested on March 1, 2025, and again on March 1, 2026, were each converted into 45,259 shares of Nexstar common stock.
4. 73,899 RSUs were awarded on March 1, 2025, of which 36,950 RSUs vested on March 2, 2026 and 36,949 RSUs vest on March 3, 2027.
5. The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.
6. The RSUs/PSUs have no expiration and are subject to accelerated vesting in the event of termination of the Reporting Person's employment under certain circumstances, including change in control, a reason by the Company other than for cause, or for good reason.
7. 40,446 RSUs were awarded on March 2, 2026, of which 13,482 RSUs vest at each anniversary of the award through March 2, 2029.
8. 60,670 target PSUs were awarded on March 2, 2026 which vest in full on March 2, 2029, subject to the achievement of the pre-established company performance metric. The number of shares of Nexstar's Common Stock that may be earned is between 0% and 200% of the target number of PSUs.
/s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook 03/03/2026
** 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.

FAQ

What equity awards did Nexstar (NXST) CEO Perry Sook receive in this Form 4?

Perry Sook received 40,446 restricted stock units and 60,670 target performance stock units on March 2, 2026. The RSUs vest annually through 2029, while the PSUs can pay between 0% and 200% of target based on 2029 performance results.

How were Perry Sook’s earlier Nexstar (NXST) RSU and PSU awards treated?

RSUs granted on March 1, 2024 vested in two equal 37,612-unit installments on March 1, 2025 and March 1, 2026. Related PSUs vested at 120.33% of target, converting each 37,612-unit tranche into 45,259 Nexstar common shares after the Compensation Committee’s performance assessment.

What does the tax-withholding share disposition mean in Perry Sook’s Nexstar (NXST) filing?

The Form 4 reports a disposition of 46,544 Nexstar common shares at $247.24 per share coded as a tax-withholding transaction. This reflects shares delivered to satisfy exercise price or tax liabilities, rather than an open-market sale initiated for portfolio or valuation reasons.

How many Nexstar (NXST) shares are indirectly owned through PS Sook Ltd.?

The filing notes 975,956 Nexstar common shares held indirectly through PS Sook Ltd. Perry Sook and his spouse are described as the beneficial owners of this block, indicating economic interest linked to that entity, separate from directly held common stock reported in the Form 4.

How do the new Nexstar (NXST) PSUs for Perry Sook vest and pay out?

The 60,670 target PSUs awarded on March 2, 2026 vest in full on March 2, 2029. Actual shares earned can range from 0% to 200% of target, depending solely on achievement of pre-established company performance metrics over the measurement period.