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

Nexstar (NXST) officer Zimmer converts RSUs, sells shares to cover taxes

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

Rhea-AI Filing Summary

Nexstar Media Group officer Dana Zimmer reported routine equity compensation activity. On June 3, 2026, 938 time-based restricted stock units converted into an equal number of common shares as part of a scheduled vesting. On June 4, 2026, 433 of these shares were sold solely to cover tax withholding obligations tied to the RSU settlement, leaving Zimmer with 3,777 common shares held directly.

Positive

  • None.

Negative

  • None.
Insider ZIMMER DANA
Role See Remarks
Sold 433 shs ($79K)
Type Security Shares Price Value
Sale Common Stock 433 $182.4153 $79K
Exercise Restricted Stock Units 938 $0.00 --
Exercise Common Stock 938 $0.00 --
Holdings After Transaction: Common Stock — 3,777 shares (Direct, null); Restricted Stock Units — 0 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 3, 2022, of which, 937, 938, 937 and 938 RSUs vested on June 3, 2023, 2024, 2025 and 2026, respectively. 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 June 3, 2026.
Shares sold for taxes 433 shares Common stock sale on June 4, 2026 to cover tax withholding
Sale price per share $182.4153 per share Average price for 433-share sale on June 4, 2026
RSUs converted 938 units RSUs converted into common stock on June 3, 2026
Shares owned after transactions 3,777 shares Common stock directly held after June 4, 2026 sale
Original RSU award 3,750 RSUs Award granted June 3, 2022 with four annual vesting tranches
Restricted Stock Units financial
"security_title": "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 financial
"Each time-based restricted stock unit ("RSU") is converted into one share"
vesting date financial
"subject to the Reporting Person's continued service through the applicable vesting date"
tax withholding obligations financial
"shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of RSUs"
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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*
ZIMMER DANA
(Last)(First)(Middle)
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026		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 Stock06/03/2026M938A$0(1)(2)4,210D
Common Stock06/04/2026S(3)433D$182.41533,777D
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)06/03/2026M938 (2) (2)Common Stock938$00D
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 3, 2022, of which, 937, 938, 937 and 938 RSUs vested on June 3, 2023, 2024, 2025 and 2026, respectively.
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 RSUs that vested on June 3, 2026.
Remarks:
President, Distribution & Strategy
/s/ Mark Hoyla, Attorney-in-Fact for Dana Zimmer06/05/2026
** 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 Dana Zimmer report for Nexstar Media Group (NXST)?

Dana Zimmer reported RSU vesting and a related tax sale. On June 3, 2026, 938 restricted stock units converted into common shares. On June 4, 2026, 433 shares were sold to satisfy tax withholding obligations from that RSU settlement, leaving 3,777 shares owned directly.

Was Dana Zimmer’s Nexstar (NXST) share sale an open-market disposal?

The filing lists the 433-share transaction with a sale code, but the footnote states it covered tax withholding obligations from vested RSUs. This indicates the disposition was driven by tax requirements rather than a discretionary open-market portfolio decision by the reporting person.

How many Nexstar (NXST) restricted stock units vested for Dana Zimmer?

On June 3, 2026, 938 restricted stock units vested and converted into 938 common shares. These RSUs were part of a 3,750-unit award granted on June 3, 2022, which vested in four annual installments across 2023, 2024, 2025, and 2026.

How many Nexstar (NXST) shares does Dana Zimmer hold after these transactions?

After the June 4, 2026 tax-related sale of 433 shares, Dana Zimmer directly holds 3,777 shares of Nexstar common stock. This figure reflects her position following the conversion of 938 RSUs and the subsequent sale to cover associated tax obligations.

What is the history of Dana Zimmer’s 3,750 Nexstar (NXST) RSU award?

Zimmer received 3,750 time-based RSUs on June 3, 2022. According to the disclosure, 937 vested on June 3, 2023, 938 on June 3, 2024, 937 on June 3, 2025, and 938 on June 3, 2026. Each vested RSU converted into one Nexstar common share.

At what price were Dana Zimmer’s Nexstar (NXST) shares sold to cover taxes?

The 433 Nexstar common shares sold on June 4, 2026 to cover tax withholding obligations were transacted at an average price of $182.4153 per share, as reported in the Form 4 insider filing for the non-derivative sale transaction.