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