Michael Biard - 23 May 2025 Form 4 Insider Report for NEXSTAR MEDIA GROUP, INC. (NXST)

Signature
/s/ Mark Hoyla, Attorney-in-Fact for Michael Biard
Issuer symbol
NXST
Transactions as of
23 May 2025
Net transactions value
-$378,780
Form type
4
Filing time
28 May 2025, 15:29:14 UTC
Previous filing
26 Mar 2025
Next filing
22 Aug 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Biard Michael President & COO C/O NEXSTAR MEDIA GROUP, INC., 545 E. JOHN CARPENTER FREEWAY, SUITE 700, IRVING /s/ Mark Hoyla, Attorney-in-Fact for Michael Biard 28 May 2025 0001990398

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NXST Common Stock Options Exercise $0 +2,500 +66% $0.000000 6,292 23 May 2025 Direct F1, F2
transaction NXST Common Stock Options Exercise $0 +3,108 +49% $0.000000 9,400 23 May 2025 Direct F1, F3
transaction NXST Common Stock Sale $378,780 -2,182 -23% $173.59 7,218 27 May 2025 Direct F4

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 -2,500 -25% $0.000000 7,500 23 May 2025 Common Stock 2,500 Direct F1, F2, F5
transaction NXST Restricted Stock Units Options Exercise $0 -2,500 -25% $0.000000 7,500 23 May 2025 Common Stock 3,108 Direct F1, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 metric.
F2 10,000 RSUs were awarded on May 23, 2024, of which, 2,500 RSUs vest at each anniversary of the award through May 23, 2028.
F3 10,000 target PSUs were awarded on May 23, 2024, of which, 2,500 target PSUs vest at each anniversary of the award through May 23, 2028, subject to the achievement of pre-established company performance metric. 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 124.33% of the target number of PSUs were satisfied. Thus, the 2,500 target PSUs that vested on May 23, 2025 were converted into 3,108 shares of Nexstar common stock.
F4 The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of RSUs and PSUs that vested on May 23, 2025.
F5 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.