Dana Zimmer - Jun 14, 2024 Form 4 Insider Report for NEXSTAR MEDIA GROUP, INC. (NXST)

Role
President, Distribution & Strategy
Signature
/s/ Mark Hoyla, Attorney-in-Fact for Dana Zimmer
Stock symbol
NXST
Transactions as of
Jun 14, 2024
Transactions value $
$151,413
Form type
4
Date filed
6/18/2024, 06:40 PM
Previous filing
Jun 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NXST Common Stock Options Exercise $141K +938 +16.63% $150.56 6.58K Jun 14, 2024 Direct
transaction NXST Common Stock Options Exercise $141K +938 +14.26% $150.56 7.52K Jun 14, 2024 Direct
transaction NXST Common Stock Sale -$131K -879 -11.69% $149.08 6.64K Jun 17, 2024 Direct 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 -938 -25.01% $0.00 2.81K Jun 14, 2024 Common Stock 938 Direct F2, F3, F4
transaction NXST Restricted Stock Units Options Exercise $0 -938 -25.01% $0.00 2.81K Jun 14, 2024 Common Stock 938 Direct F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The sale reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs"). The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.
F2 Each time-based RSU is converted into one share of Nexstar's Common Stock at the vesting date. Each PSU represents a contingent right to receive one share of Nexstar's common stock, subject to the achievement of pre-established company performance metrics.
F3 3,750 RSUs were awarded on June 14, 2023, of which 938 RSUs vested on June 14, 2024, and, 937, 938 and 937 RSUs will vest on June 14, 2025, 2026 and 2027, respectively.
F4 The RSUs/PSUs have no expiration. However, any and all unvested portion of RSUs/PSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control.
F5 3,750 PSUs were awarded on June 14, 2023, of which 938 PSUs vested on June 14, 2024, and, 937, 938 and 937 PSUs will vest on June 14, 2025, 2026 and 2027, respectively, subject to the achievement of pre-established company performance metrics. For the 938 PSUs that vested on June 14, 2024, the Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied, thus the 938 PSUs vested in full on June 14, 2024.

Remarks:

President, Distribution & Strategy