| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 04/01/2026 | 3. Issuer Name and Ticker or Trading Symbol
NEXSTAR MEDIA GROUP, INC. [ NXST ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 877 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | (5) | Common Stock | 750 | (6) | D | |
| Restricted Stock Units | (2) | (5) | Common Stock | 1,125 | (6) | D | |
| Restricted Stock Units | (3) | (5) | Common Stock | 1,500 | (6) | D | |
| Restricted Stock Units | (4) | (5) | Common Stock | 2,250 | (6) | D | |
| Explanation of Responses: |
| 1. 1,500 time-based restricted stock units (RSUs) were awarded on June 14, 2023, of which, 375 RSUs vested each June 14, 2024 and June 14, 2025. The remaining 750 RSUs reported herein will vest 375 each anniversary of the award through June 14, 2027. |
| 2. 1,500 RSUs were awarded on May 23, 2024, of which, 375 RSUs vested on May 23, 2025. The remaining 1,125 RSUs reported herein will vest 375 each anniversary of the award through May 23, 2028. |
| 3. 2,250 RSUs were awarded on March 24, 2025, of which, 750 RSUs vested on March 24, 2026. The remaining 1,500 RSUs reported herein will vest 750 each anniversary of the award through March 24, 2027. |
| 4. 2,250 RSUs were awared on March 19, 2026, of which, 750 RSUs will vest each anniversary of the award through March 19, 2029. |
| 5. The RSUs have no expiration. However, any and all unvested portion of RSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control. |
| 6. Each RSU is converted into one share of Nexstar's Common Stock at the vesting date. |
| /s/ Mark Hoyla, Attorney-in-Fact for Lindsey Knapp | 04/14/2026 | |
| ** 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 5 (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. | ||
| * Form 3: SEC 1473 (03-26) | ||