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

Signature
/s/ Mark Hoyla, Attorney-in-Fact for Sean Compton
Issuer symbol
NXST
Transactions as of
23 May 2025
Net transactions value
-$152,241
Form type
4
Filing time
28 May 2025, 15:30:27 UTC
Previous filing
20 May 2025
Next filing
05 Jun 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
COMPTON SEAN President, Networks 545 E. JOHN CARPENTER FREEWAY, IRVING /s/ Mark Hoyla, Attorney-in-Fact for Sean Compton 28 May 2025 0001789629

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NXST Common Stock Options Exercise $0 +1,000 +8.3% $0.000000 13,096 23 May 2025 Direct F1, F2
transaction NXST Common Stock Options Exercise $0 +1,000 +7.6% $0.000000 14,096 23 May 2025 Direct F1, F3
transaction NXST Common Stock Sale $152,241 -877 -6.2% $173.59 13,219 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 -1,000 -25% $0.000000 3,000 23 May 2025 Common Stock 1,000 Direct F1, F2, F5
transaction NXST Restricted Stock Units Options Exercise $0 -1,000 -25% $0.000000 3,000 23 May 2025 Common Stock 1,000 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 a contingent right to receive one share of Nexstar's common stock, subject to the achievement of pre-established company performance metrics.
F2 4,000 RSUs were awarded on May 23, 2024, of which, 1,000 RSUs vest at each anniversary of the award through May 23, 2028.
F3 4,000 PSUs were awarded on May 23, 2024, of which, 1,000 PSUs vest at each anniversary of the award through May 23, 2028, subject to the achievement of pre-established company performance metrics. For the 1,000 PSUs that were scheduled to vest on May 23, 2025, the Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied. Thus, the 1,000 PSUs vested in full on May 23, 2025.
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.