Nexstar (NXST) Networks president exercises RSUs, sells shares to cover taxes

Rhea-AI Filing Summary

Nexstar Media Group President, Networks Sean Compton reported routine equity compensation activity involving restricted stock units and performance stock units. On March 24, 2026, time-based RSUs and performance-based PSUs vested and were converted into a total of 1,784 shares of Nexstar common stock at a conversion price of $0.00 per share.

The vested awards included 1,000 RSUs and 784 shares earned from 750 target PSUs after the Compensation Committee determined 104.54% of the target PSUs were earned. On March 25, 2026, Compton sold 804 shares of common stock at an average price of $218.5318 per share to cover tax withholding obligations related to the RSU and PSU settlements, as described in the footnotes.

Following these transactions, Compton directly held 16,252 shares of Nexstar common stock. The footnotes state that RSU and PSU vesting remains subject to continued service and, for PSUs, achievement of pre-established company performance metrics.

Insider Trade Summary

Net Seller: 804 shares ($175,700)

Net Sell 5 txns

Insider COMPTON SEAN

Role President, Networks

Sold 804 shs ($176K)

Type	Security	Shares	Price	Value
Sale	Common Stock	804	$218.5318	$176K
Exercise	Restricted Stock Units	1,000	$0.00	--
Exercise	Restricted Stock Units	750	$0.00	--
Exercise	Common Stock	1,000	$0.00	--
Exercise	Common Stock	784	$0.00	--

Holdings After Transaction: Common Stock — 16,252 shares (Direct); Restricted Stock Units — 2,000 shares (Direct)

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. 3,000 RSUs were awarded on March 24, 2025, of which 1,000 RSUs vest at each anniversary date of the award through March 24, 2028. 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. 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. 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 →

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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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^*

COMPTON SEAN

(Last) (First) (Middle)

545 E. JOHN CARPENTER FREEWAY

(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)
	President, Networks

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/24/2026		M		1,000	A	$0(1)(2)	16,272	D
Common Stock	03/24/2026		M		784	A	$0(3)(4)	17,056	D
Common Stock	03/25/2026		S(5)		804	D	$218.5318	16,252	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)	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.

	/s/ Mark Hoyla, Attorney-in-Fact for Sean Compton	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)

FAQ

What insider transactions did Nexstar (NXST) executive Sean Compton report?

Sean Compton reported RSU and PSU vesting that converted into 1,784 Nexstar common shares, followed by the sale of 804 shares. The sale was made solely to cover tax withholding obligations tied to these vested equity awards.

How many Nexstar (NXST) shares did Sean Compton sell and at what price?

Sean Compton sold 804 shares of Nexstar common stock at an average price of $218.5318 per share. According to the footnotes, this sale was executed to satisfy tax withholding obligations from recently vested RSUs and PSUs.

Did Sean Compton’s Nexstar (NXST) RSUs and PSUs vest in this Form 4?

Yes. Time-based RSUs and performance-based PSUs vested on March 24, 2026, converting into 1,784 Nexstar common shares. This included 1,000 RSUs and 784 shares earned from 750 target PSUs based on 104.54% performance achievement.

What are Sean Compton’s Nexstar (NXST) holdings after these transactions?

After the reported transactions, Sean Compton directly held 16,252 shares of Nexstar common stock. The filing also shows remaining RSU and PSU awards, with future vesting tied to continued service and, for PSUs, performance metric achievement.

Were Sean Compton’s Nexstar (NXST) share sales discretionary market sales?

The filing describes the 804-share sale as being made to cover tax withholding obligations from RSU and PSU settlements. This indicates a tax-related disposition rather than a discretionary open-market sale motivated by a change in outlook.