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  4. [Form 4] NEXSTAR MEDIA GROUP, INC. Insider Trading Activity

[Form 4] NEXSTAR MEDIA GROUP, INC. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Nexstar Media Group President, Networks Sean Compton reported routine equity compensation activity and a small share sale linked to taxes. On June 14, 2026, 938 time-based restricted stock units converted into the same number of Nexstar common shares as part of a 3,750-unit RSU grant.

On June 16, 2026, Compton sold 840 common shares at $170.81 per share. Footnotes state this sale was made to cover tax withholding obligations related to performance-based RSUs and RSUs that vested on June 8 and June 14, 2026. After these transactions, he directly holds 14,430 Nexstar common shares.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU vesting with small tax-related share sale, neutral signal.

Sean Compton’s Form 4 shows standard equity compensation mechanics at Nexstar Media Group. On June 14, 2026, 938 time-based RSUs converted into 938 common shares from a 3,750-unit award granted on June 14, 2023.

The filing also shows an open-market sale of 840 common shares at $170.81 on June 16, 2026. Footnotes clarify this sale was specifically to cover tax withholding obligations tied to recently vested performance-based RSUs and RSUs, which is typically administrative rather than a discretionary reduction in exposure.

Following these moves, Compton holds 14,430 common shares directly. The shares sold are a modest portion of this position, and there are no remaining derivative positions listed, supporting a neutral interpretation focused on compensation and taxes rather than a strategic shift.

Insider COMPTON SEAN
Role President, Networks
Sold 840 shs ($143K)
Type Security Shares Price Value
Sale Common Stock 840 $170.81 $143K
Exercise Restricted Stock Units 938 $0.00 --
Exercise Common Stock 938 $0.00 --
Holdings After Transaction: Common Stock — 14,430 shares (Direct, null); Restricted Stock Units — 937 shares (Direct, null)
Footnotes (1)
  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. 3,750 RSUs were awarded on June 14, 2023, of which, 938, 937 and 938 RSUs vested on June 14, 2024, 2025 and 2026, respectively, and, 937 RSUs will vest on June 14, 2027. 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 and RSUs that vested on June 8, 2026 and June 14, 2026, respectively.
Shares sold 840 shares Common stock sold on June 16, 2026
Sale price per share $170.81/share Price for 840 common shares sold
RSUs converted 938 units Time-based RSUs converted to common stock on June 14, 2026
Common shares after transactions 14,430 shares Direct holdings following reported trades
Original RSU grant 3,750 RSUs Awarded June 14, 2023
Remaining future RSU vesting 937 RSUs Scheduled to vest on June 14, 2027
Restricted Stock Units financial
""Restricted Stock Units""
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 ("RSU") financial
"Each time-based restricted stock unit ("RSU") is converted into one share"
performance-based restricted stock units financial
"settlement of performance-based restricted stock units and RSUs that vested"
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"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, Networks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/14/2026M938A(1)(2)15,270D
Common Stock06/16/2026S(3)840D$170.8114,430D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/14/2026M938 (2) (2)Common Stock938$0937D
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. 3,750 RSUs were awarded on June 14, 2023, of which, 938, 937 and 938 RSUs vested on June 14, 2024, 2025 and 2026, respectively, and, 937 RSUs will vest on June 14, 2027.
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 performance-based restricted stock units and RSUs that vested on June 8, 2026 and June 14, 2026, respectively.
/s/ Mark Hoyla, Attorney-in-Fact for Sean Compton06/16/2026
** Signature of Reporting PersonDate
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 transactions did Sean Compton report for Nexstar Media Group (NXST)?

Sean Compton reported RSU vesting and a small share sale. 938 restricted stock units converted into common shares, and 840 common shares were sold at $170.81 each, primarily to cover tax withholding obligations tied to recently vested awards.

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

After the reported transactions, Sean Compton directly holds 14,430 shares of Nexstar common stock. This figure reflects the net position following RSU conversion into 938 shares and the sale of 840 shares to satisfy related tax withholding obligations.

Why did Sean Compton sell 840 Nexstar (NXST) shares on June 16, 2026?

The 840-share sale on June 16, 2026 was to cover tax withholding obligations. Footnotes explain it related to the settlement of performance-based restricted stock units and RSUs that vested on June 8, 2026 and June 14, 2026, respectively.

What are the details of Sean Compton’s RSU award at Nexstar (NXST)?

Compton received 3,750 RSUs on June 14, 2023. Of these, 938, 937 and 938 RSUs vested on June 14, 2024, 2025 and 2026, and 937 RSUs are scheduled to vest on June 14, 2027, subject to continued service with Nexstar.

Did Sean Compton exercise derivatives or options in this Nexstar (NXST) filing?

Yes. The filing shows a derivative transaction where 938 time-based restricted stock units were converted into 938 Nexstar common shares on June 14, 2026. This reflects routine settlement of RSUs rather than an options trade or speculative derivative activity.

Are Sean Compton’s Nexstar (NXST) transactions considered routine compensation events?

The transactions appear consistent with routine compensation. RSUs granted in 2023 vested in scheduled tranches, and related shares were issued. The 840-share sale was explicitly described as covering tax withholding obligations, a common administrative step for equity awards.