Nexstar officer sells shares to cover tax on awards

Nexstar Media Group officer Dana Zimmer reported equity award vesting and related share sales.

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Rhea-AI Filing Summary

Nexstar Media Group officer Dana Zimmer reported equity award vesting and related share sales. On March 24, 2026, 1,000 time-based RSUs and 750 performance-based RSUs vested, with the performance units settling at 104.54% of target, converting into 784 shares of common stock. On March 24 and 25, she sold a total of 5,248 shares of common stock in open-market transactions at prices around $218–$225 per share, with a footnote stating these sales were made to cover tax withholding obligations on the vested RSUs and PSUs. Following the transactions, Zimmer directly holds 2,737 shares of Nexstar common stock.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider ZIMMER DANA

Role See Remarks

Sold 5,248 shs ($1.18M)

Approx. gross sale proceeds $1.18M

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	839	$218.5318	$183K
Exercise	Restricted Stock Units	1,000	$0.00	$0.00
Exercise	Restricted Stock Units	750	$0.00	$0.00
Exercise	Common Stock	1,000	$0.00	$0.00
Exercise	Common Stock	784	$0.00	$0.00
Sale	Common Stock	4,409	$225.50	$994K

Holdings After Transaction: Restricted Stock Units — 4,250 contracts (Direct); Common Stock — 2,737 shares (Direct)

Footnotes (5)

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.
F2. 3,000 RSUs were awarded on March 24, 2025, of which 1,000 RSUs vest at each anniversary date of the award through March 24, 2028.
F3. 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.
F4. 3,000 target PSUs were awarded on March 24, 2025, of which 750, 750 and 1,500 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 750 target PSUs that vested on March 24, 2026 were converted into 784 shares of Nexstar common stock.
F5. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Dana Zimmer report at Nexstar (NXST)?

Dana Zimmer reported RSU and PSU vesting plus related share sales. 1,000 time-based RSUs and 750 performance-based units vested, converting into 1,784 common shares, followed by sales of 5,248 shares in open-market transactions to satisfy tax withholding obligations.

How many Nexstar (NXST) shares did Dana Zimmer sell and at what prices?

Dana Zimmer sold a total of 5,248 Nexstar common shares. These open-market sales occurred at prices around $225.50 and $218.53 per share, according to the reported transaction prices in the Form 4 insider trading disclosure.

Why did Dana Zimmer sell Nexstar (NXST) shares in this Form 4 filing?

The filing states the reported sales were made to cover tax withholding obligations. These obligations arose from the settlement of RSUs and PSUs that vested on March 24, 2026, making the dispositions primarily compensation- and tax-related rather than discretionary portfolio trades.

What equity awards vested for Dana Zimmer at Nexstar (NXST)?

1,000 time-based RSUs and 750 performance-based RSUs vested for Dana Zimmer. The Compensation Committee determined performance at 104.54% of target, so the 750 performance units settled into 784 Nexstar common shares upon vesting, as detailed in the Form 4 footnotes.

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

After the reported vesting and tax-related sales, Dana Zimmer directly holds 2,737 shares of Nexstar common stock. This post-transaction ownership figure is explicitly listed in the Form 4 as the total shares following the final reported sale.

How were performance-based RSUs determined in Dana Zimmer’s Nexstar (NXST) award?

3,000 target performance-based RSUs were granted, with 750 scheduled to vest on March 24, 2026. The Compensation Committee assessed company performance at 104.54% of target, so those 750 units converted into 784 shares of Nexstar common stock upon vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/26/2026 - 04:21 PM EDT

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^*

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)

	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)
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		1,000	A	$0⁽¹⁾⁽²⁾	7,201	D
Common Stock	03/24/2026		M		784	A	$0⁽³⁾⁽⁴⁾	7,985	D
Common Stock	03/24/2026		S		4,409	D	$225.5	3,576	D
Common Stock	03/25/2026		S⁽⁵⁾		839	D	$218.5318	2,737	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			1,000	⁽²⁾	⁽²⁾	Common Stock	1,000	$0	2,000	D
Restricted Stock Units	⁽³⁾	03/24/2026		M			750	⁽⁴⁾	⁽⁴⁾	Common Stock	784⁽⁴⁾	$0	2,250	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. 3,000 RSUs were awarded on March 24, 2025, of which 1,000 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. 3,000 target PSUs were awarded on March 24, 2025, of which 750, 750 and 1,500 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 750 target PSUs that vested on March 24, 2026 were converted into 784 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.

Remarks:

President, Distribution & Strategy

	/s/ Mark Hoyla, Attorney-in-Fact for Dana Zimmer	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