Perry A. Sook - Mar 1, 2025 Form 4 Insider Report for NEXSTAR MEDIA GROUP, INC. (NXST)

Signature
/s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook
Stock symbol
NXST
Transactions as of
Mar 1, 2025
Transactions value $
$27,999,280
Form type
4
Date filed
3/4/2025, 06:25 PM
Previous filing
Dec 27, 2024
Next filing
Mar 5, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NXST Common Stock Options Exercise $6.38M +37.6K +5.57% $169.75 712K Mar 1, 2025 Direct
transaction NXST Common Stock Options Exercise $7.68M +45.3K +6.35% $169.75 758K Mar 1, 2025 Direct
transaction NXST Common Stock Options Exercise $4.64M +26.9K +3.54% $172.96 784K Mar 2, 2025 Direct
transaction NXST Common Stock Options Exercise $9.29M +53.7K +6.85% $172.96 838K Mar 2, 2025 Direct
holding NXST Common Stock 976K Mar 1, 2025 PS Sook Ltd. F1

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 Award $0 +73.9K $0.00 73.9K Mar 1, 2025 Common Stock 73.9K Direct F2, F3, F4
transaction NXST Restricted Stock Units Award $0 +73.9K $0.00 73.9K Mar 1, 2025 Common Stock 73.9K Direct F2, F4, F5
transaction NXST Restricted Stock Units Options Exercise $0 -37.6K -50% $0.00 37.6K Mar 1, 2025 Common Stock 37.6K Direct F2, F4, F6
transaction NXST Restricted Stock Units Options Exercise $0 -37.6K -50% $0.00 37.6K Mar 1, 2025 Common Stock 45.3K Direct F2, F4, F7
transaction NXST Restricted Stock Units Options Exercise $0 -26.9K -100% $0.00 0 Mar 2, 2025 Common Stock 26.9K Direct F2, F4, F8
transaction NXST Restricted Stock Units Options Exercise $0 -26.9K -100% $0.00 0 Mar 2, 2025 Common Stock 53.7K Direct F2, F4, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.
F2 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 metrics.
F3 73,899 RSUs were awarded on March 1, 2025, of which 36,950 RSUs vest on March 2, 2026 and 36,949 RSUs vest on March 3, 2027.
F4 The RSUs/PSUs have no expiration and are subject to accelerated vesting in the event of termination of the Reporting Person's employment under certain circumstances, including change in control, a reason by the Company other than for cause, or for good reason.
F5 73,899 target PSUs were awarded on March 1, 2025, of which 36,949 PSUs vest on March 2, 2026 and 36,950 PSUs vest on March 3, 2027, subject to the achievement of the pre-established company performance metric. The indicated number of PSUs assumes 100% vesting at target. 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 actual number of shares of common stock issued at each vesting date may be more or less than the indicated target number.
F6 75,224 RSUs were awarded on March 1, 2024, of which 37,612 RSUs vested on March 1, 2025 and 37,612 RSUs vest on March 1, 2026.
F7 75,224 target PSUs were awarded on March 1, 2024. 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 120.33% of the target number of PSUs were satisfied. Thus, the 37,612 target PSUs that vested on March 1, 2025 were converted into 45,259 shares of Nexstar common stock. The 37,612 target PSUs that vest on March 1, 2026 will also convert to 45,259 shares of Nexstar common stock at vesting date.
F8 53,700 RSUs were awarded on March 2, 2023, of which 26,850 RSUs vested at each anniversary date of the award through March 2, 2025.
F9 53,700 target PSUs were awarded on March 2, 2023. 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 200% of the target number of PSUs were satisfied. Thus, the 26,850 target PSUs that previously vested on March 2, 2024 were converted into 53,700 shares of Nexstar common stock. The 26,850 target PSUs that vested on March 2, 2025 were also converted into 53,700 shares of Nexstar common stock.