Perry A. Sook - Mar 1, 2024 Form 4 Insider Report for NEXSTAR MEDIA GROUP, INC. (NXST)

Signature
/s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook
Stock symbol
NXST
Transactions as of
Mar 1, 2024
Transactions value $
$8,146,645
Form type
4
Date filed
3/5/2024, 07:48 PM
Previous filing
Aug 3, 2023
Next filing
Aug 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NXST Common Stock Options Exercise $4.4M +26.9K +4.57% $163.69 615K Mar 2, 2024 Direct
transaction NXST Common Stock Options Exercise $8.79M +53.7K +8.73% $163.69 669K Mar 2, 2024 Direct
transaction NXST Common Stock Sale -$5.04M -31.8K -4.75% $158.66 637K Mar 5, 2024 Direct
transaction NXST Common Stock Options Exercise $0 0 0% $0.00* 976K Mar 5, 2024 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 Award $0 +75.2K +22.21% $0.00 414K Mar 1, 2024 Common Stock 75.2K Direct F2, F3, F4
transaction NXST Restricted Stock Units Award $0 +75.2K +18.18% $0.00 489K Mar 1, 2024 Common Stock 75.2K Direct F2, F4, F5
transaction NXST Restricted Stock Units Options Exercise $0 -26.9K -5.49% $0.00 462K Mar 2, 2024 Common Stock 26.9K Direct F2, F4, F6
transaction NXST Restricted Stock Units Options Exercise $0 -26.9K -5.81% $0.00 435K Mar 2, 2024 Common Stock 53.7K Direct F2, F4, F7
* 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 unit ("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 75,224 RSUs were awarded on March 1, 2024, of which 37,612 RSUs vest at each anniversary date of the award through March 1, 2026.
F4 The RSUs/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.
F5 75,224 target PSUs were awarded on March 1, 2024, of which 37,612 PSUs vest on March 1, 2025 and 37,612 PSUs vest on March 1, 2026, subject to the achievement of the pre-established company performance metric. The indicated number of PSUs assumes 100% vesting at target. 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 actual number of shares of common stock issued at each vesting date may be more or less than the indicated target number.
F6 53,700 RSUs were awarded on March 2, 2023, of which 26,850 RSUs vest at each anniversary date of the award through March 2, 2025.
F7 53,700 target PSUs were awarded on March 2, 2023, of which 26,850 PSUs vest on March 2, 2024 and 26,850 PSUs vest on March 2, 2025, subject to the achievement of the pre-established company performance metric. The indicated number of PSUs assumes 100% vesting at target. 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 200% of the target number of PSUs were satisfied. Thus, the target PSUs that vested on March 2, 2024 were converted into 53,700 shares of Nexstar common stock.