Nexstar (NASDAQ: NXST) executive sells 138 shares after RSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nexstar Media Group executive Dan Lanzano reported routine equity compensation activity. On March 24, 2026, he exercised 375 Restricted Stock Units (RSUs), converting them into 375 shares of Common Stock at $0.00 per share. This increased his direct Common Stock holdings to 375 shares and left 750 RSUs outstanding.

On March 25, 2026, he sold 138 Common Stock shares at an average price of $218.5318 per share. A footnote states these shares were sold to cover tax withholding obligations related to the RSUs that vested on March 24, 2026. After the sale, he directly holds 237 Common Stock shares.

Insights

Routine RSU vesting with tax-related share sale; limited signaling value.

Dan Lanzano received 375 shares of Nexstar Media Group Common Stock on March 24, 2026 through the vesting and conversion of time-based RSUs at $0.00 exercise price. This is standard compensation, not an open-market purchase.

The next day he sold 138 shares at $218.5318 per share. A footnote specifies the sale was made to cover tax withholding obligations from the RSU settlement, meaning it is a mechanistic disposition rather than a discretionary sale. Following these transactions, he holds 237 Common Stock shares and 750 RSUs, indicating he retains meaningful equity exposure.

Insider Trade Summary

Net Seller: 138 shares ($30,157)

Net Sell 3 txns

Insider Lanzano Dan

Role See Remarks

Sold 138 shs ($30K)

Type	Security	Shares	Price	Value
Sale	Common Stock	138	$218.5318	$30K
Exercise	Restricted Stock Units	375	$0.00	--
Exercise	Common Stock	375	$0.00	--

Holdings After Transaction: Common Stock — 237 shares (Direct); Restricted Stock Units — 750 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. 1,125 RSUs were awarded on March 24, 2025, of which 375 RSUs vest at each anniversary date of the award through March 24, 2028. 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 that vested on March 24, 2026.

Form 4 Insider Transactions: What Each Field Means →

03/26/2026 - 04:23 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

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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^*

Lanzano Dan

(Last)

(First)

(Middle)

545 E. JOHN CARPENTER FRWY.

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		375	A	$0⁽¹⁾⁽²⁾	375	D
Common Stock	03/25/2026		S⁽³⁾		138	D	$218.5318	237	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			375	⁽²⁾	⁽²⁾	Common Stock	375	$0	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. 1,125 RSUs were awarded on March 24, 2025, of which 375 RSUs vest at each anniversary date of the award through March 24, 2028.

3. 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 that vested on March 24, 2026.

Remarks:

President, National Advertising Sales

	/s/ Mark Hoyla, Attorney-in-Fact for Dan Lanzano	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 Dan Lanzano report for Nexstar Media Group (NXST)?

Dan Lanzano reported an RSU vesting and a related share sale. He converted 375 Restricted Stock Units into 375 Common Stock shares, then sold 138 shares the next day to cover tax withholding obligations tied to that vesting event.

How many Nexstar (NXST) shares did Dan Lanzano sell, and at what price?

He sold 138 shares of Nexstar Common Stock. The reported average sale price was $218.5318 per share, and a footnote clarifies the sale was made specifically to cover tax withholding obligations from recently vested RSUs.

Was the Nexstar (NXST) insider sale by Dan Lanzano a discretionary stock sale?

The filing states the 138-share sale was to cover tax withholding obligations from RSUs that vested on March 24, 2026. That language indicates the transaction was a tax-related, mechanistic sale rather than a purely discretionary decision to reduce his Nexstar holdings.

How many Nexstar (NXST) shares and RSUs does Dan Lanzano hold after these transactions?

After the reported activity, he directly owns 237 shares of Nexstar Common Stock. The derivative table shows 750 Restricted Stock Units remaining outstanding, reflecting future potential share deliveries if the vesting conditions continue to be satisfied.

What are the terms of Dan Lanzano’s Nexstar (NXST) RSU award mentioned in the filing?

Footnotes explain 1,125 time-based RSUs were awarded on March 24, 2025. Of these, 375 RSUs vest on each anniversary of the award date through March 24, 2028, conditioned on his continued service with Nexstar through each applicable vesting date.

Does Dan Lanzano’s Nexstar (NXST) Form 4 suggest a major change in his ownership position?

The Form 4 reflects a routine RSU vesting and a small tax-related sale of 138 shares. He still holds 237 Common Stock shares and 750 RSUs, so the reported transactions do not indicate a substantial shift in his overall Nexstar equity exposure.