Nexstar officer sells shares to cover RSU taxes

Nexstar Media Group officer Dan Lanzano reported routine equity compensation activity.

Rhea-AI Filing Summary

Nexstar Media Group officer Dan Lanzano reported routine equity compensation activity. On May 23, 2026, time-based restricted stock units (RSUs) vested and were converted into 678 shares of common stock at no cost. On May 27, 2026, he sold 247 shares at $187.3214 per share to cover tax withholding obligations tied to the RSU settlement. After these transactions, he directly holds 431 shares of Nexstar common stock. Footnotes note RSU awards from May 23, 2024 that vest in equal annual installments through 2027 and 2028.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider Lanzano Dan

Role See Remarks

Sold 247 shs ($46K)

Approx. gross sale proceeds $46K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	247	$187.3214	$46K
Exercise	Restricted Stock Units	303	$0.00	$0.00
Exercise	Restricted Stock Units	375	$0.00	$0.00
Exercise	Common Stock	303	$0.00	$0.00
Exercise	Common Stock	375	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 1,053 contracts (Direct); Common Stock — 431 shares (Direct)

Footnotes (4)

1. 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.
2. F2. 909 RSUs were awarded on May 23, 2024, of which, 303 RSUs vest at each anniversary of the award through May 23, 2027.
3. F3. 1,500 RSUs were awarded on May 23, 2024, of which, 375 RSUs vest at each anniversary of the award through May 23, 2028.
4. F4. 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: 247 shares Sale price: $187.3214/share Shares from RSU conversion: 678 shares +3 more

6 metrics

Shares sold 247 shares Open-market sale on May 27, 2026

Sale price $187.3214/share Price for 247 shares sold

Shares from RSU conversion 678 shares Common stock acquired via RSU vesting on May 23, 2026

Post-transaction holdings 431 shares Direct Nexstar common stock after May 27, 2026 sale

RSU award 1 909 RSUs Awarded May 23, 2024; 303 vest annually through May 23, 2027

RSU award 2 1,500 RSUs Awarded May 23, 2024; 375 vest annually through May 23, 2028

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 ... in connection with the settlement of RSUs that vested on May 23, 2026."

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

"The sale reported on this Form 4 represents shares sold ... to cover tax withholding obligations in connection with the settlement of RSUs..."

derivative security financial

"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.

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Accepted by SEC EDGAR 05/27/2026 - 06:42 PM EDT Learn about SEC filing dates

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^*

Lanzano Dan

(Last) (First) (Middle)

545 E. JOHN CARPENTER FRWY.

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)
	See Remarks

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/23/2026		M		303	A	$0(1)(2)	303	D
Common Stock	05/23/2026		M		375	A	$0(1)(3)	678	D
Common Stock	05/27/2026		S(4)		247	D	$187.3214	431	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)	05/23/2026		M			303	(2)	(2)	Common Stock	303	$0	303	D
Restricted Stock Units	(1)	05/23/2026		M			375	(3)	(3)	Common Stock	375	$0	750	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. 909 RSUs were awarded on May 23, 2024, of which, 303 RSUs vest at each anniversary of the award through May 23, 2027.

3. 1,500 RSUs were awarded on May 23, 2024, of which, 375 RSUs vest at each anniversary of the award through May 23, 2028.

4. 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.

Remarks:

President, National Advertising Sales

	/s/ Mark Hoyla, Attorney-in-Fact for Dan Lanzano	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)