President, Networks Compton Sean converted options into 1,874 shares and sold $140,462 worth of shares (850 units at $165.25), increasing direct ownership by 7% to 15,272 units (SEC Form 4)
$NXST
Broadcasting
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
NEXSTAR MEDIA GROUP, INC. [ NXST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/14/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/14/2025 | M | 937 | A | $0(1)(2) | 15,185 | D | |||
| Common Stock | 06/14/2025 | M | 937 | A | $0(1)(3) | 16,122 | D | |||
| Common Stock | 06/17/2025 | S(4) | 850 | D | $165.2496 | 15,272 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 06/14/2025 | M | 937 | (2) | (5) | Common Stock | 937 | $0 | 1,875 | D | ||||
| Restricted Stock Units | (1) | 06/14/2025 | M | 937 | (3) | (5) | Common Stock | 937 | $0 | 1,875 | D | ||||
| Explanation of Responses: |
| 1. 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 metric. |
| 2. 3,750 RSUs were awarded on June 14, 2023, of which, 938 and 937 RSUs vested on June 14, 2024 and 2025, respectively, and, 938 and 937 RSUs will vest on June 14, 2026 and 2027, respectively. |
| 3. 3,750 PSUs were awarded on June 14, 2023, of which, 938 and 937 PSUs vested on June 14, 2024 and 2025, respectively, and, 938 and 937 PSUs will vest on June 14, 2026 and 2027, respectively, subject to the achievement of pre-established company performance metric. For the 937 PSUs that vested on June 14, 2025, the Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied. |
| 4. 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 June 14, 2025. |
| 5. 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. |
| /s/ Mark Hoyla, Attorney-in-Fact for Sean Compton | 06/17/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||