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

Nexstar (NXST) COO vests RSUs and PSUs, sells shares to pay taxes

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

Rhea-AI Filing Summary

Nexstar Media Group President & COO Michael Biard reported routine equity-compensation activity tied to restricted stock units and performance stock units that vested on March 24, 2026. Time-based RSUs and performance-based PSUs converted into shares of common stock following achievement of pre-set company performance metrics and continued service conditions.

Following these conversions, Biard sold 1,802 shares of common stock on the open market at an average price of $218.5318 per share on March 25, 2026. A footnote states this sale was made solely to cover tax withholding obligations related to the RSU and PSU settlements, rather than as a discretionary portfolio trade.

After the transactions, Biard directly holds 13,713 shares of Nexstar common stock. Footnotes also describe multi-year vesting schedules for both RSU and PSU awards, with future vesting contingent on continued service and the company’s performance against established metrics.

Positive

  • None.

Negative

  • None.
Insider Biard Michael
Role President & COO
Sold 1,802 shs ($394K)
Type Security Shares Price Value
Sale Common Stock 1,802 $218.5318 $394K
Exercise Restricted Stock Units 2,500 $0.00 --
Exercise Restricted Stock Units 1,875 $0.00 --
Exercise Common Stock 2,500 $0.00 --
Exercise Common Stock 2,007 $0.00 --
Holdings After Transaction: Common Stock — 13,713 shares (Direct); Restricted Stock Units — 5,000 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. 7,500 RSUs were awarded on March 24, 2025, of which 2,500 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 200% 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. 7,500 target PSUs were awarded on March 24, 2025, of which 1,875, 1,875 and 3,750 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 200% 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 107.06% of the target number of PSUs were satisfied. Thus, the 1,875 target PSUs that vested on March 24, 2026 were converted into 2,007 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 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*
Biard Michael
(Last)(First)(Middle)
C/O NEXSTAR MEDIA GROUP, INC.
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)
President & COO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026		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 Stock03/24/2026M2,500A$0(1)(2)13,508D
Common Stock03/24/2026M2,007A$0(3)(4)15,515D
Common Stock03/25/2026S(5)1,802D$218.531813,713D
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)03/24/2026M2,500 (2) (2)Common Stock2,500$05,000D
Restricted Stock Units(3)03/24/2026M1,875 (4) (4)Common Stock2,007(4)$05,625D
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. 7,500 RSUs were awarded on March 24, 2025, of which 2,500 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 200% 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. 7,500 target PSUs were awarded on March 24, 2025, of which 1,875, 1,875 and 3,750 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 200% 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 107.06% of the target number of PSUs were satisfied. Thus, the 1,875 target PSUs that vested on March 24, 2026 were converted into 2,007 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 Michael Biard03/26/2026
** 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 did Nexstar (NXST) President & COO Michael Biard report in this Form 4 filing?

Michael Biard reported vesting and settlement of RSUs and PSUs plus a tax-related share sale. Time-based and performance-based units converted into Nexstar common stock, and 1,802 shares were then sold to satisfy tax withholding obligations tied to these equity awards.

How many Nexstar (NXST) shares did Michael Biard sell, and at what price?

Biard sold 1,802 shares of Nexstar common stock at $218.5318 per share. The sale occurred on March 25, 2026 and, according to a footnote, was executed to cover tax withholding obligations from recently vested RSU and PSU awards.

Why did Nexstar (NXST) executive Michael Biard sell shares after his RSUs and PSUs vested?

The sale was to cover tax withholding linked to his equity award settlements. A footnote explains the 1,802-share sale reported was specifically for tax obligations arising from RSUs and PSUs that vested on March 24, 2026, rather than for discretionary liquidity.

How many Nexstar (NXST) shares does Michael Biard hold after these transactions?

After the reported transactions, Biard directly holds 13,713 Nexstar common shares. This post-transaction figure reflects the net position following the conversion of vested RSUs and PSUs into shares and the subsequent 1,802-share sale used to satisfy tax withholding obligations.

How are Michael Biard’s Nexstar (NXST) RSUs structured according to the filing footnotes?

Biard received 7,500 time-based RSUs on March 24, 2025. The footnotes state that 2,500 RSUs vest on each anniversary date through March 24, 2028, provided he continues serving the company through the relevant vesting dates under this multi-year schedule.

What performance conditions apply to Michael Biard’s Nexstar (NXST) PSU awards?

Biard’s PSUs can pay out between 0% and 200% of target shares. A 7,500-target PSU award vests in tranches through 2028, with the actual shares earned based on achieving pre-established company performance metrics and his continued service to Nexstar.

What performance outcome affected Michael Biard’s March 24, 2026 Nexstar PSU vesting?

The Compensation Committee determined 107.06% of target PSUs were earned. As a result, 1,875 target PSUs vesting on March 24, 2026 converted into 2,007 shares of Nexstar common stock, reflecting above-target performance for that specific performance period.