Nexstar (NXST) EVP covers taxes with small share sale after vesting

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nexstar Media Group EVP and General Counsel Rachel Morgan reported equity compensation activity and a small share sale. On March 24, 2026, time-based restricted stock units and performance-based restricted stock units vested and were converted into shares of common stock, including 750 RSUs from a 2,250-unit award and 588 shares from 563 target PSUs after the Compensation Committee certified 104.54% of target performance.

On March 25, 2026, she sold 333 shares of common stock at an average price of $218.5318 per share to cover tax withholding obligations related to these vestings, and reported holding 3,127 shares directly afterward. The underlying RSU and PSU awards continue to vest on scheduled future dates subject to ongoing service and performance conditions.

Insider Trade Summary

Net Seller: 333 shares ($72,771)

Net Sell 5 txns

Insider Morgan Rachel

Role EVP General Counsel

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 — 3,127 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 - 04:27 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
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^*

Morgan Rachel

(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 General Counsel

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⁾	2,872	D
Common Stock	03/24/2026		M		588	A	$0⁽³⁾⁽⁴⁾	3,460	D
Common Stock	03/25/2026		S⁽⁵⁾		333	D	$218.5318	3,127	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 Rachel Morgan	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 Rachel Morgan report?

Rachel Morgan reported vesting and conversion of restricted stock units and performance-based units into Nexstar common stock, followed by a sale of 333 shares. The sale was specifically made to satisfy tax withholding obligations arising from the March 24, 2026 equity award settlements.

How many Nexstar (NXST) shares did Rachel Morgan sell and at what price?

Rachel Morgan sold 333 shares of Nexstar common stock at an average price of $218.5318 per share. According to the filing, this transaction was undertaken to cover tax withholding obligations tied to recently vested restricted stock units and performance stock units.

Why did Nexstar (NXST) EVP Rachel Morgan sell shares after RSU and PSU vesting?

The filing states that the reported sale represents shares sold to cover tax withholding obligations from RSUs and PSUs that vested on March 24, 2026. This indicates a tax-driven disposition rather than a discretionary open-market sale intended to reduce overall investment exposure.

What performance outcome affected Rachel Morgan’s Nexstar (NXST) PSUs?

For a 2,250 target PSU award granted March 24, 2025, the Compensation Committee determined performance at 104.54% of target. As a result, 563 target PSUs vesting on March 24, 2026 converted into 588 shares of Nexstar common stock, reflecting that above-target performance outcome.

How many Nexstar (NXST) shares does Rachel Morgan hold after these transactions?

Following the March 25, 2026 sale, Rachel Morgan reported direct ownership of 3,127 shares of Nexstar common stock. She also continues to hold outstanding RSU and PSU awards granted in 2025, which vest over future dates subject to service and performance conditions.

What are the vesting terms for Rachel Morgan’s Nexstar (NXST) RSUs and PSUs?

A 2,250 RSU award from March 24, 2025 vests in three equal 750-unit installments on each anniversary through March 24, 2028. A separate 2,250 target PSU grant vests in tranches on March 24, 2026, 2027, and 2028, contingent on pre-established company performance metrics and continued service.