Perry A. Sook - Aug 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
Aug 1, 2024
Transactions value $
-$4,423,969
Form type
4
Date filed
8/5/2024, 04:56 PM
Previous filing
Mar 5, 2024
Next filing
Nov 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NXST Common Stock Options Exercise $0 +62.5K +9.81% $0.00 699K Aug 1, 2024 Direct F1, F2
transaction NXST Common Stock Tax liability -$4.42M -24.6K -3.52% $179.88 675K Aug 1, 2024 Direct
holding NXST Common Stock 976K Aug 1, 2024 PS Sook Ltd. F3

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 -100% $0.00* 0 Aug 1, 2024 Common Stock 62.5K Direct F1, F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Performance-based restricted stock unit ("PSU") represents the right to receive, following vesting, between 0% and 200% of one share of Nexstar Media Group, Inc.'s ("Nexstar") common stock, subject to the level of achievement of pre-established company performance metrics.
F2 62,500 target PSUs were awarded on August 1, 2022, of which 31,250 PSUs vested on each of August 1, 2023 and August 1, 2024, subject to the achievement of the pre-established company performance metric. The target PSUs assumes 100% vesting but the number of Nexstar common stock that may be earned is between 0% and 200% of the target. 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 31,250 target PSUs vested on each of August 1, 2023 and 2024 were each converted into 62,500 of Nexstar common stock.
F3 The 975,956 shares of common stock are owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.
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 Nexstar other than for cause, or for good reason.
F5 In the Reporting Person's prior Form 4s, the number of other derivative securities beneficially owned following the reported transaction were included. Going forward, only the number of the derivative securities for which the transaction is being disclosed will be reflected.