SEC Form 4 · accession 0001193125-26-266062
NEXSTAR MEDIA GROUP, INC. · NXST
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sean Compton
Officer — President, Networks
Period of report
Jun 8, 2026
Accepted (ET)
Jun 10, 2026 · 5:15 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001142417
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 8, 2026 | M | 1,000 | — | A | 13,331 | D | |
| Common StockF1,F3 | Jun 8, 2026 | M | 938 | — | A | 14,269 | D | |
| Common StockF1,F4 | Jun 8, 2026 | M | 938 | — | A | 15,207 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Jun 8, 2026 | M | 1,000 | D | — | — | Common Stock | 1,000 | 2,000 | D |
| Restricted Stock UnitsF1,F3 | — | Jun 8, 2026 | M | 938 | D | — | — | Common Stock | 938 | 0 | D |
| Restricted Stock UnitsF1,F4 | — | Jun 8, 2026 | M | 938 | D | — | — | Common Stock | 938 | 937 | D |
Explanation of responses
- F1Each 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 and Reporting Person's continued service through the applicable vesting date.
- F24,000 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. 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 June 8, 2026.
- F33,750 PSUs were awarded on June 3, 2022, of which, 937, 938, 937 and 938 PSUs vested on June 3, 2023, 2024, 2025, and 2026, respectively, subject to the achievement of pre-established company performance metrics. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied. Thus, the 938 PSUs vested in full on June 8, 2026.
- F43,750 PSUs were awarded on June 14, 2023, of which, 938, 937 and 938 PSUs vested on June 14, 2024, 2025, and 2026, respectively, and, 937 PSUs will vest on June 14, 2027, subject to the achievement of pre-established company performance metric. The Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied. Thus, the 938 PSUs vested in full on June 8, 2026.