Nexstar (NXST) Form 4: Executive RSU Vesting and Share Sale Details

Rhea-AI Filing Summary

Michael Biard, President & COO of Nexstar Media Group (NXST), reported insider transactions dated 08/21/2025. He had 6,250 time-based RSUs vest and those RSUs converted into 6,250 shares of common stock at no cost, bringing his total direct beneficial ownership to 13,468 shares after the acquisition. Separately, he disposed of 2,460 shares at a price of $204.84, leaving him with 11,008 shares held directly.

The filing notes the original award was 25,000 RSUs granted on August 21, 2023, with 6,250 RSUs vesting each anniversary through August 21, 2027. The RSUs do not expire but unvested portions are forfeited if employment terminates for reasons other than a change in control. The form was signed by an attorney-in-fact on 08/22/2025.

Positive

• 6,250 RSUs vested and converted to common stock, increasing direct ownership to 13,468 shares
• Disclosure includes forfeiture terms and vesting schedule from the original 25,000 RSU award, adding transparency

Negative

• 2,460 shares were sold at $204.84, reducing direct holdings to 11,008 shares

Insights

Financial Analyst

TL;DR: Routine vesting and a small sale, indicating scheduled compensation realization rather than an unusual market signal.

The transaction shows scheduled vesting of time-based RSUs and a contemporaneous sale of common shares. The converted 6,250 RSUs increased direct ownership while the 2,460-share sale at $204.84 reduced holdings, netting a modest increase from vesting. This pattern is consistent with executives monetizing a portion of holdings upon vesting to cover taxes or diversify, rather than a material shift in ownership or control. No new grants, change-in-control provisions exercised, or unusually large disposals are disclosed.

Corporate Governance Expert

TL;DR: Standard compensation vesting and sale; disclosures align with Section 16 requirements and include forfeiture terms.

The filing appropriately discloses the scheduled vesting of RSUs awarded in 2023 and the mechanics: conversion one-for-one, no expiration, and forfeiture upon termination outside a change in control. The presence of an attorney-in-fact signature is routine. From a governance perspective, the filing presents transparent, timely reporting with no indications of policy deviations or insider trading irregularities based on the disclosed data alone.

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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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^*

Biard Michael

(Last) (First) (Middle)

C/O NEXSTAR MEDIA GROUP, INC.

545 E. JOHN CARPENTER FREEWAY, SUITE 700

(Street)

IRVING TX 75062

(City) (State) (Zip)

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)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/21/2025		M		6,250	A	$0(1)(2)	13,468	D
Common Stock	08/21/2025		F		2,460	D	$204.84	11,008	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)	08/21/2025		M			6,250	(2)	(3)	Common Stock	6,250	$0	12,500	D

Explanation of Responses:

1. Each time-based restricted stock unit ("RSU") is converted into one share of Nexstar's common stock at the vesting date.

2. 25,000 RSUs were awarded on August 21, 2023, of which, 6,250 RSUs vest at each anniversary of the award through August 21, 2027.

3. The RSUs have no expiration. However, any and all unvested portion of RSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control.

	/s/ Mark Hoyla, Attorney-in-Fact for Michael Biard	08/22/2025
	** 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.

FAQ

What insider transactions did NXST President & COO Michael Biard report on 08/21/2025?

He reported 6,250 RSUs vested and converted into common stock at no cost and a sale of 2,460 shares at $204.84.

How many RSUs were originally awarded to Michael Biard and what is the vesting schedule?

He was awarded 25,000 RSUs on August 21, 2023, with 6,250 RSUs vesting each anniversary through August 21, 2027.

What is Michael Biard's beneficial ownership after the reported transactions?

Following the reported transactions, he beneficially owned 13,468 shares after acquisition and 11,008 shares following the sale, as reported.

Do the RSUs have an expiration date or forfeiture conditions?

The RSUs have no expiration, but any unvested portion is forfeited if employment terminates for reasons other than a company change of control.

Who signed the Form 4 for Michael Biard and when?

The form was signed by Mark Hoyla, Attorney-in-Fact for Michael Biard on 08/22/2025.