Nexstar (NXST) EVP Blake sells 333 shares to cover RSU and PSU tax

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nexstar Media Group EVP of Operations Russell Blake reported several equity transactions tied to vesting awards. On March 24, 2026, he exercised time-based and performance-based restricted stock units, receiving 750 and 588 shares of Nexstar common stock, respectively, at a conversion price of $0.00 per share.

On March 25, 2026, Blake sold 333 shares of common stock in an open-market transaction at an average price of $218.5318 per share. A footnote states this sale was made to cover tax withholding obligations related to the RSUs and PSUs that vested on March 24, 2026. Following these transactions, he directly owns 25,831 shares of Nexstar common stock.

Insider Trade Summary

Net Seller: 333 shares ($72,771)

Net Sell 5 txns

Insider Russell Blake

Role EVP, Operations

Sold 333 shs ($73K)

Type	Security	Shares	Price	Value
Sale	Common Stock	333	$218.5318	$73K
Exercise	Restricted Stock Units	750	$0.00	--
Exercise	Restricted Stock Units	563	$0.00	--
Exercise	Common Stock	750	$0.00	--
Exercise	Common Stock	588	$0.00	--

Holdings After Transaction: Common Stock — 25,831 shares (Direct); Restricted Stock Units — 1,500 shares (Direct)

Footnotes (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. 2,250 RSUs were awarded on March 24, 2025, of which 750 RSUs vest at each anniversary date of the award through March 24, 2028. Each Performance-based restricted stock unit ("PSU") represents the right to receive, following vesting, between 0% and 150% of one share of Nexstar's Common Stock, subject to the level of achievement of pre-established company performance metrics and Reporting Person's continued service through the applicable vesting date. 2,250 target PSUs were awarded on March 24, 2025, of which 563, 562 and 1,125 PSUs vest on March 24, 2026, 2027 and 2028, respectively, subject to the achievement of the pre-established company performance metrics. The number of shares of Nexstar's common stock that may be earned is between 0% and 150% 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 104.54% of the target number of PSUs were satisfied. Thus, the 563 target PSUs that vested on March 24, 2026 were converted into 588 shares of Nexstar common stock. 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 and PSUs that vested on March 24, 2026.

Form 4 Insider Transactions: What Each Field Means →

03/26/2026 - 04:29 PM

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
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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^*

Russell Blake

(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, Operations

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

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	03/24/2026		M		750	A	$0⁽¹⁾⁽²⁾	25,576	D
Common Stock	03/24/2026		M		588	A	$0⁽³⁾⁽⁴⁾	26,164	D
Common Stock	03/25/2026		S⁽⁵⁾		333	D	$218.5318	25,831	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⁾	03/24/2026		M			750	⁽²⁾	⁽²⁾	Common Stock	750	$0	1,500	D
Restricted Stock Units	⁽³⁾	03/24/2026		M			563	⁽⁴⁾	⁽⁴⁾	Common Stock	588⁽⁴⁾	$0	1,687	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. 2,250 RSUs were awarded on March 24, 2025, of which 750 RSUs vest at each anniversary date of the award through March 24, 2028.

3. Each Performance-based restricted stock unit ("PSU") represents the right to receive, following vesting, between 0% and 150% of one share of Nexstar's Common Stock, subject to the level of achievement of pre-established company performance metrics and Reporting Person's continued service through the applicable vesting date.

4. 2,250 target PSUs were awarded on March 24, 2025, of which 563, 562 and 1,125 PSUs vest on March 24, 2026, 2027 and 2028, respectively, subject to the achievement of the pre-established company performance metrics. The number of shares of Nexstar's common stock that may be earned is between 0% and 150% 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 104.54% of the target number of PSUs were satisfied. Thus, the 563 target PSUs that vested on March 24, 2026 were converted into 588 shares of Nexstar common stock.

5. 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 and PSUs that vested on March 24, 2026.

	/s/ Mark Hoyla, Attorney-in-Fact for Blake Russell	03/26/2026
	** 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

FAQ

What insider transactions did Nexstar (NXST) EVP Russell Blake report?

Russell Blake reported vesting-related equity activity and a small share sale. He exercised time-based and performance-based restricted stock units into Nexstar common stock, then sold 333 shares the next day to cover tax withholding obligations tied to those vesting awards.

How many Nexstar (NXST) shares did Russell Blake sell and at what price?

Russell Blake sold 333 shares of Nexstar common stock. The shares were sold in an open-market transaction at an average price of $218.5318 per share, according to the Form 4 transaction data for March 25, 2026.

Why did Nexstar (NXST) EVP Russell Blake sell 333 shares?

The 333-share sale was made to cover tax withholding obligations. A footnote explains the sale relates to restricted stock units and performance stock units that vested on March 24, 2026, so the disposition reflects tax-related liquidity rather than a discretionary portfolio shift.

How many Nexstar (NXST) shares does Russell Blake hold after these transactions?

After completing the reported exercises and the tax-related sale, Russell Blake directly owns 25,831 shares of Nexstar common stock. This post-transaction holding figure comes from the Form 4 totals listed after the March 25, 2026 sale entry.

What equity awards vested for Nexstar (NXST) EVP Russell Blake?

Time-based restricted stock units and performance-based restricted stock units vested for Russell Blake. Each time-based RSU converts into one share upon vesting, while each performance-based unit pays between 0% and 150% of one share depending on pre-established company performance metrics and continued service.

How were performance stock units determined for Nexstar (NXST) EVP Russell Blake?

The Compensation Committee assessed company performance against preset metrics. For the March 24, 2026 vesting tranche, they determined conditions were met at 104.54% of target PSUs, leading 563 target performance units to convert into 588 shares of Nexstar common stock upon vesting.