Nexstar Media Group (NXST) EVP sells shares to cover taxes

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nexstar Media Group EVP Robert S. Weaver reported equity compensation vesting and a related share sale. On March 24, 2026, time-based RSUs and performance-based PSUs vested, converting into 1,667 and 1,306 shares of common stock, respectively. The compensation committee determined PSU performance at 104.54% of the target amount, leading to the 1,306-share conversion.

On March 25, 2026, Weaver sold 1,101 common shares at an average price of $218.5318 per share. According to the disclosure, this sale was made to cover tax withholding obligations arising from the RSU and PSU settlements. After these transactions, he directly holds 1,872 shares of Nexstar common stock.

Insider Trade Summary

Net Seller: 1,101 shares ($240,604)

Net Sell 5 txns

Insider Weaver Robert S.

Role EVP, Government Relations

Sold 1,101 shs ($241K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,101	$218.5318	$241K
Exercise	Restricted Stock Units	1,667	$0.00	--
Exercise	Restricted Stock Units	1,250	$0.00	--
Exercise	Common Stock	1,667	$0.00	--
Exercise	Common Stock	1,306	$0.00	--

Holdings After Transaction: Common Stock — 1,872 shares (Direct); Restricted Stock Units — 3,333 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. 5,000 RSUs were awarded on March 24, 2025, of which 1,667, 1,666 and 1,667 RSUs vest on March 24, 2026, 2027 and 2028, respectively, 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. 5,000 target PSUs were awarded on March 24, 2025, of which 1,250, 1,250 and 2,500 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 1,250 target PSUs that vested on March 24, 2026 were converted into 1,306 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 - 05:19 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^*

Weaver Robert S.

(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)
	EVP, Government Relations

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		1,667	A	$0⁽¹⁾⁽²⁾	1,667	D
Common Stock	03/24/2026		M		1,306	A	$0⁽³⁾⁽⁴⁾	2,973	D
Common Stock	03/25/2026		S⁽⁵⁾		1,101	D	$218.5318	1,872	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			1,667	⁽²⁾	⁽²⁾	Common Stock	1,667	$0	3,333	D
Restricted Stock Units	⁽³⁾	03/24/2026		M			1,250	⁽⁴⁾	⁽⁴⁾	Common Stock	1,306⁽⁴⁾	$0	3,750	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. 5,000 RSUs were awarded on March 24, 2025, of which 1,667, 1,666 and 1,667 RSUs vest on March 24, 2026, 2027 and 2028, respectively,

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. 5,000 target PSUs were awarded on March 24, 2025, of which 1,250, 1,250 and 2,500 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 1,250 target PSUs that vested on March 24, 2026 were converted into 1,306 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 Robert S. Weaver	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) report for Robert S. Weaver?

Nexstar reported RSU and PSU vesting for EVP Robert S. Weaver, converting 1,667 and 1,306 shares of common stock, plus a sale of 1,101 shares to cover tax withholding obligations related to these equity awards.

How many Nexstar (NXST) shares did Robert S. Weaver sell and at what price?

Robert S. Weaver sold 1,101 shares of Nexstar common stock at an average price of $218.5318 per share. The disclosure states this sale was specifically to satisfy tax withholding obligations from recently vested RSU and PSU awards.

Why did Nexstar EVP Robert S. Weaver sell NXST shares?

The filing states Weaver’s 1,101-share sale was to cover tax withholding obligations from the settlement of RSUs and PSUs that vested on March 24, 2026, making it a tax-related transaction rather than a discretionary open-market liquidation.

What performance outcome was achieved on Nexstar (NXST) PSUs for Robert S. Weaver?

The compensation committee determined that conditions were met for 104.54% of Weaver’s target performance-based restricted stock units, so 1,250 target PSUs vesting on March 24, 2026, were settled into 1,306 shares of Nexstar common stock.

How many Nexstar (NXST) shares does Robert S. Weaver hold after these transactions?

Following the RSU and PSU conversions and the tax-related sale, Robert S. Weaver directly holds 1,872 shares of Nexstar common stock, as reported in the position column after the March 25, 2026 open-market sale transaction.

What equity awards did Nexstar (NXST) grant Robert S. Weaver for 2025-2028?

Weaver received 5,000 RSUs and 5,000 target PSUs on March 24, 2025. RSUs vest in three tranches through 2028, while PSUs vest in 2026, 2027 and 2028 based on pre-established company performance metrics and continued service.