Perry A. Sook - Aug 1, 2023 Form 4 Insider Report for NEXSTAR MEDIA GROUP, INC. (NXST)

Role: Chief Executive Officer, Director
Signature: /s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook
Stock symbol: NXST
Transactions as of: Aug 1, 2023
Transactions value $: $6,906,094
Form type: 4
Date filed: 8/3/2023, 06:58 PM
Previous filing: Mar 3, 2023
Next filing: Mar 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NXST	Common Stock	Options Exercise	$11.4M	+62.5K	+11.36%	$182.19	613K	Aug 1, 2023	Direct
transaction	NXST	Common Stock	Tax liability	-$4.48M	-24.6K	-4.01%	$182.19	588K	Aug 1, 2023	Direct
transaction	NXST	Common Stock	Options Exercise	$0	0	0%	$0.00^*	976K	Aug 1, 2023	PS Sook Ltd.	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NXST	Restricted Stock Units	Options Exercise	$0	-31.3K	-8.45%	$0.00	339K	Aug 1, 2023	Common Stock	62.5K		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.
F2	Each time-based restricted stock units ("RSU") is converted into one share of Nexstar's Common Stock at the vesting date. 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.
F3	62,500 target PSUs were awarded on August 1, 2022, of which 31,250 PSUs will vest on August 1, 2023 and 31,250 PSUs will vest on August 1, 2024, subject to the achievement of the pre-established company performance metric. The indicated number of PSUs assumes 100% vesting at target. The number of PSUs 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 200% of the target number of PSUs were satisfied, thus, the 62,500 PSUs vested on August 1, 2023.
F4	The PSUs have no expiration and are subject to accelerated vesting in the event of termination of the Reporting Person's employment under certain circumstances, including change in control, a reason by the Company other than for cause, or for good reason.