Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Nexstar Media Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT TABLE OF CONTENTS

PROXY SUMMARY

This Proxy Statement is furnished in connection with the solicitation by and on behalf of the Board of Directors (the "Board" or "Board of Directors") of Nexstar Media Group, Inc., a Delaware corporation ("Nexstar," the "Company," "our," "us," or "we"), of proxies for use at Nexstar's Annual Meeting of Stockholders.

The proxy summary highlights certain information contained in this Proxy Statement. Stockholders are encouraged to read the entire Proxy Statement and the 2025 Annual Report on Form 10-K (the "2025 Form 10-K") carefully before voting.

Annual Meeting Information

For details on attending the Annual Meeting, proxy materials and voting, refer to section below titled "General Information."

Proposals and Voting Recommendations

Stockholders will be asked to vote on the following matters at the Annual Meeting:

Proxy Summary

Key Highlights

Nexstar Has a Track Record of Stockholder Friendly Actions

Proxy Summary

Nexstar Sustainability and Governance At-A-Glance

Proxy Summary

Nexstar Sustainability and Governance At-A-Glance (continued)

Proxy Summary

Nexstar Sustainability and Governance At-A-Glance (continued)

ENIOR EXECUTIVE COMPENSATION AND POLICIES (continued)

GENERAL INFORMATION

Proxy Materials

To expedite delivery, reduce our costs and decrease the environmental impact of our proxy materials, we used "Notice and Access" in accordance with the U.S. Securities and Exchange Commission ("SEC") rule that allows companies to furnish their proxy materials over the internet. On or about April 30, 2026, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders of record.

The following proxy materials can be accessed by visiting www.proxyvote.com and entering the 16-digit control number found in the Notice of Internet Availability of Proxy Materials or proxy card (if printed copy of the proxy materials is received by stockholder):

Attending the Annual Meeting

The Annual Meeting will begin promptly at 10:00 a.m. CDT on June 16, 2026 and will be held in the Company's building at 545 E. John Carpenter Freeway, Suite 120, Irving, Texas 75062.

Voting Securities

Stockholders of record as of the close of business on April 20, 2026 may vote at the Annual Meeting. On that date, there were 30,538,965 shares of the Company's common stock, par value $0.01 ("Common Stock"), outstanding. The holders of Common Stock are entitled to one vote per share. Holders of our preferred stock, of which there are no shares outstanding, have no voting rights.

Under the Company's Second Amended and Restated Bylaws, adopted as of January 26, 2023 (as amended, the "Bylaws"), the holders of a majority of the voting power of the outstanding shares of capital stock entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. Abstentions and "broker non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A "broker non-vote" occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority to vote your shares on Proposal 3 even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote either on Proposals 1, 2 or 4 without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

There is no cumulative voting.

General Information

Voting Instructions

The proposals to be voted on at the Annual Meeting are outlined above in the proxy summary on page 1.

For Stockholders Registered with Equiniti

Stockholders whose shares are registered directly in their name with Nexstar's transfer agent, Equiniti Trust Company, LLC ("Equiniti"), can vote in one of the followings ways:

Stockholders may revoke their proxy and change their vote in one of the following ways:

Internet and telephone voting are available until 11:59 p.m., Eastern Daylight Time, on June 15, 2026. Votes returned in the enclosed postage paid envelope by June 15, 2026 will be processed, but votes received after that date will not.

Shares of Common Stock represented by a properly executed proxy that are received by Nexstar prior to the Annual Meeting, will, unless validly revoked, be voted in accordance with the instruction given on such proxy. If a stockholder voted by signing and returning the proxy card via mail and no instructions are indicated, the shares represented by such proxy will be voted FOR proposals 1, 2, 3 and 4.

For Stockholders in Street Name

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name. You will receive instructions from your broker, bank or nominee that you must follow in order to submit your voting instructions prior to the Annual Meeting. If you choose to vote at the Annual Meeting, you will need to obtain a "legal proxy" from your broker, bank or nominee that holds your shares of common stock of record.

GOVERNANCE PROPOSAL

PROPOSAL 1

ELECTION OF DIRECTORS

Summary

Our Board currently has nine members, all are standing as nominees for election at the Annual Meeting. Each director nominee will serve a one-year term or until a successor is elected and qualified or until their earlier resignation or death.

Voting

Each director shall be elected by a majority of the votes cast. Stockholders may cast their votes (i) "for" the nominee, (ii) "against" the nominee or (iii) abstain. A majority means that the number of shares voted "for" a nominee's election must exceed the number of votes cast "against" that nominee's election. Votes for and against a nominee's election will count in the tabulations of votes cast on that nominee's election. Abstentions and broker non-votes will not count on the tabulations of votes cast on a nominee's election, will not be counted as a vote cast either "for" or "against" a nominee election and will therefore not affect the outcome of such vote.

If a proxy is signed and returned, but does not specify how the shares represented by the proxy are to be voted

with respect to the election of directors, the proxy will be voted to elect as directors all of the nominees named

herein.

Board Recommendation

Proposal 1

Our Board Nominees

Proposal 1

Board Nominee Background and Experience

The following table provides information regarding our Board nominees as of April 30, 2026, including certain types of knowledge, skills, and business experiences, which our Board believes are relevant to our business and industry.

Proposal 1

Proposal 1

Proposal 1

Proposal 1

Proposal 1

Proposal 1

Proposal 1

Proposal 1

Proposal 1

COMPENSATION PROPOSAL

PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Summary

As required by Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Board of Directors is asking stockholders to cast an advisory, non-binding vote to approve the compensation of our Named Executive Officers, as disclosed in this Proxy Statement. While this vote is non-binding, the Board of Directors values the opinions of Nexstar's stockholders and will consider the outcome of the vote when making future compensation decisions. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and procedures described in this Proxy Statement.

Background

The Compensation Committee oversees the executive compensation program including adopting changes to awarding compensation as appropriate to reflect Nexstar's circumstances. The information provided in this Proxy Statement demonstrates that Nexstar's executive compensation program is designed appropriately and is working to ensure that management's interests are aligned with its stockholders' interests to support long-term value creation and will attract and retain appropriate talent.

Voting

This vote is advisory only and non-binding on the Board of Directors. The Board of Directors will receive the vote tally and will consider the results of the vote, along with other relevant factors, in its assessment of executive compensation. Votes may be cast "for" or "against" such proposal. Stockholders may also abstain from voting. Votes "for" or "against" this proposal and abstentions will count in the tabulations of votes cast on this proposal, while broker non-votes will not be counted as votes cast on this proposal and will have no effect on the voting results.

Board Recommendation

AUDIT PROPOSAL

PROPOSAL 3

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Summary

Subject to ratification by the stockholders, the Audit Committee of the Board of Directors has selected the firm of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 1997. If the stockholders do not ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm, the selection of such independent registered public accounting firm will be reconsidered by the Audit Committee.

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and will be available to respond to appropriate questions from stockholders.

Voting

The ratification of the selection of our independent registered public accounting firm requires the affirmative vote of a majority of the shares of stock present in person or represented by proxy at the meeting and voting thereon. Votes may be cast "for" or "against" such ratification. Stockholders may also abstain from voting. Votes "for" or "against" this proposal and abstentions will count in the tabulations of votes cast on this proposal. Abstentions will be counted as votes cast on this proposal and will have the same effect as votes "against" this proposal. If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority to vote your shares on this proposal even if the broker does not receive voting instructions from you, and therefore no broker non-votes are expected in connection with this proposal.

Board Recommendation

INCENTIVE PLAN PROPOSAL

PROPOSAL 4

APPROVAL OF THE 2026 LONG-TERM OMNIBUS INCENTIVE PLAN

Overview

We are asking our stockholders to approve the Nexstar Media Group, Inc. 2026 Long-Term Omnibus Incentive Plan (the "2026 Plan").

The Board adopted the 2026 Plan on January 29, 2026, subject to the approval of our stockholders at the Annual Meeting. The 2026 Plan is being submitted for stockholder approval in order to approve a new pool of shares of our common stock ("Shares" or "Common Stock") of 2,300,000 Shares. In addition, up to 202,174 Shares remaining available for future grants under the Nexstar Media Group, Inc. 2019 Long-Term Equity Incentive Plan (the "Prior Plan") as of the effective date of the 2026 Plan will rollover into the 2026 Plan. Such final rollover amount will be determined as of the effective date.

The Company believes that incentives and share-based awards focus employees and other service provider participants on the objective of creating stockholder value and promoting the success of the Company, and that incentive compensation plans like the proposed 2026 Plan are an important attraction, retention and motivation tool for participants. Approval of the 2026 Plan will allow us to continue to grant equity awards at levels we determine to be appropriate in order to achieve such objectives. If approved by our stockholders, the 2026 Plan will replace the 2019 Plan, and no future awards will be made under the 2019 Plan.

If the 2026 Plan is approved by our stockholders, we intend to file, pursuant to the Securities Act, a registration statement on Form S-8 to register the additional shares of Common Stock as soon as reasonably practicable thereafter.

Key Data Related to Outstanding Equity Awards and Shares Available

The following table provides certain additional information regarding awards outstanding and unvested under the Company's existing equity compensation plan as of April 20, 2026 (1).

As of April 20, 2026, the Company had 30,538,965 shares of Common Stock outstanding. For additional information regarding equity-based awards previously granted under the Prior Plan, please see Note 13 to our consolidated financial statements filed with our Form 10-K for the fiscal year ended December 31, 2025.

Proposal 4

Equity Use

Equity-based incentive awards represent a significant portion of our Named Executive Officers' compensation, representing approximately 44%, on average, of their compensation in 2025.

Burn Rate

Our burn rate over the last three years has averaged 1.7%, which is below the ISS global industry classification standard (GICS) burn rate limit for our industry of 5.42% for 2026. "Burn rate" is calculated by dividing the total number of shares subject to equity awards granted in a given year by the total weighted average number of shares of Common Stock outstanding during the period, and does not reflect any forfeitures or cancellations.

Historical Overhang

Our average total overhang over the last three years is 6.9%. "Overhang" is a measure of potential dilution from equity compensation plans and is calculated by dividing the number of shares of Common Stock subject to equity awards outstanding at the end of the relevant year plus the number of shares available for future grants under our equity plans by the total number of shares of Common Stock outstanding at the end of such year.

Potential Dilution

Our equity plan dilution rate (or overhang) as of April 20, 2026 was 4.9% (calculated by dividing (1) the number of shares subject to awards outstanding plus the number of shares remaining available for grant under the 2019 Plan, by (2) the total number of common shares outstanding). As of April 20, 2026, the shares remaining available under the 2019 Plan and shares subject to outstanding awards represented 86.5% and 13.5% of our current overhang, respectively. As shown in the table below, if shareholders approve the Plan, the issuance of 2,300,000 shares under the 2026 Plan would increase our total potential dilution rate by 7.5% to 12.4%.

Expected Duration

Based on our historic and projected future use of equity-based compensation, including the impact of our recent acquisition of TEGNA, we estimate that the shares requested under the 2026 Plan will be sufficient to provide awards for approximately four years. However, the actual duration of the shares reserve will depend on currently unknown factors, such as the Company's future stock price, changes in participation, our hiring and promotion activity, future grant practices, award type mix and levels, competitive market practices, acquisitions and divestitures, and the rate of returned shares due to forfeitures, the need to attract, retain and incentivize

Proposal 4

key talent, and how the Company chooses to balance total compensation between cash and equity-based awards.

Key Features of the 2026 Plan

Summary of the Material Terms of the 2026 Plan

The following is a summary of the material terms of the 2026 Plan, and is qualified in its entirety by reference to the 2026 Plan included as Appendix A to this proxy statement, which is incorporated by reference into this Proposal 4.

Purpose

The purpose of the 2026 Plan is to promote the long-term growth and profitability of the Company and its subsidiaries by (i) providing certain directors, employees and consultants who perform services for, or to whom an offer of employment has been extended by, the Company and its subsidiaries with incentives to maximize stockholder value and otherwise contribute to the long-term success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of responsibility.

Awards

The 2026 Plan provides for the grant of the following types of awards (each, an "Award"): (i) stock options (in the form of either incentive stock options, within the meaning of Section 422 of the Code ("ISOs") or non-qualified stock options ("NSOs")), (ii) stock appreciation rights ("SARs"), (iii) restricted stock, (iv) restricted stock units ("RSUs"), (v) performance awards and (vi) cash awards.

Securities Offered

The number of shares of our Common Stock available for Awards under the 2026 Plan will initially equal (i) 2,300,000 Shares plus (ii) any shares of Common Stock that are available for future grants under the 2019 Plan as of the effective date of the 2026 Plan. As of April 20, 2026, 202,174 Shares were available for future grants under the 2019 Plan, though the final number is subject to change due to awards granted, vesting, forfeitures, or settlement activity between the measurement date and approval date. No more than 2,300,000 Shares may be issued pursuant to ISOs under the 2026 Plan. The foregoing limits are subject to adjustment in accordance with

Proposal 4

the capitalization adjustment provisions and share recycling provisions included in the 2026 Plan and described herein.

Any Shares subject to an Award granted under the 2026 Plan or an award granted under a Prior Plan, in each case, that expires or is canceled, forfeited or otherwise terminated without issuance of the full number of Shares to which such award relates, and any Shares delivered or withheld to satisfy any tax withholding obligations with respect to any award other than a stock option or a SAR, in each case, will again be available for issuance or delivery pursuant to other Awards under the 2026 Plan. The following Shares will not be available for issuance or delivery pursuant to other Awards under the 2026 Plan: (i) Shares tendered in payment of the purchase price of an option under the 2026 Plan or the Prior Plan, (ii) Shares tendered to satisfy any tax withholding obligations with respect to any grant of Options or SARs under the Plan or the Prior Plan, (iii) Shares subject to a SAR under the Plan or the Prior Plan, that are not issued in connection with its stock settlement on exercise thereof, and (iv) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of options under the Plan or the Prior Plan.

As of the April 20, 2026 the market price per share of Common Stock was $205.46.

Administration

The 2026 Plan is administered by the Compensation Committee (the "Committee"). The Committee has broad discretion to administer the 2026 Plan, including, but not limited to, the power to determine the eligible individuals to whom Awards will be granted, the number and type of Awards to be granted and the terms and conditions of Awards. The Committee may also accelerate the vesting or exercise of any Award and make all other determinations and take all other actions necessary or advisable for the administration of the 2026 Plan.

Eligibility

Directors (including non-employee directors), officers (including non-employee officers) and employees of, and other individuals performing services for, or to whom an offer of employment has been extended by, the Company and its subsidiaries are eligible to receive Awards under the 2026 Plan. The Committee in its sole discretion selects eligible individuals to participate in the 2026 Plan. As of April 20, 2026, the Company and its affiliates had 502 employees and 8 directors who would be eligible to participate in the 2026 Plan.

Non-Employee Director Compensation Limits

Under the 2026 Plan, in a single calendar year, a non-employee director may not be granted Awards for such individual's service on our board of directors having a value in excess of $750,000.

Minimum Vesting Schedule

The 2026 Plan provides that a vesting period of at least one year will apply to all Awards (other than cash Awards) issued under the 2026 Plan, except that up to 5% of the shares reserved for issuance under the 2026 Plan may be issued pursuant to Awards that do not comply with such minimum one-year vesting period. Notwithstanding the foregoing, the Committee has authority to waive vesting requirements.

Types of Awards

Options. We may grant options to eligible individuals under the 2026 Plan, except that ISOs may only be granted to individuals who are our employees or employees of one of our parents or subsidiaries, in accordance with Section 422 of the Code. The exercise price of an option cannot be less than 100% of the fair market value of a share of our Common Stock on the date on which the option is granted, and the option must not be exercisable for longer than ten years following the date of grant. However, in the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our equity securities, the exercise price of the option must be at least 110% of the fair market value of a share of common stock on the date of grant, and the option must not be exercisable for longer than five years from the date of grant. The

Proposal 4

consideration for the grant of options is generally the participant's service to the Company or its subsidiaries and the exercise price payable upon exercise. Under the 2026 Plan, unless otherwise provided in an Award agreement, vested options generally (i) remain exercisable for 90 days following a termination of service other than for Cause or due to the participants death or Disability, (ii) are forfeited upon a termination for Cause; and (iii) in the event of death or Disability, remain exercisable until their stated expiration date, subject to applicable tax rules for ISOs. The Committee has the discretion to determine other terms and conditions of an option Award.

SARs. A SAR is the right to receive an amount equal to the excess of the fair market value of one share of our Common Stock on the date of exercise over the grant price of the SAR. The grant price of a SAR cannot be less than 100% of the fair market value of a share of our Common Stock on the date on which the SAR is granted. The term of a SAR may not exceed ten years. SARs may be granted in connection with, or independent of, other Awards. SARs granted independently will be exercised automatically on the last day prior to expiration if in-the-money. The Committee has the discretion to determine other terms and conditions of a SAR Award.

Restricted Stock Awards. A restricted stock Award is a grant of shares of our Common Stock subject to certain restrictions on transferability and risk of forfeiture as determined by the Committee. Unless otherwise determined by the Committee, the holder of a restricted stock Award will not have any rights of a stockholder during the applicable restricted period. However, the Committee may determine on what terms and conditions the participant may be entitled to dividends payable on the shares of restricted stock, provided that any dividends payable with respect to an Award of restricted stock will be payable to the participant only if and when the underlying Award vests, and any dividends payable with respect to Awards of restricted stock that do not vest will be forfeited. The Committee has the discretion to determine other terms and conditions of a restricted stock Award.

Restricted Stock Units. An RSU is a right to receive cash, Shares or other consideration as determined by the Committee, subject to certain vesting conditions and other restrictions, equal to the fair market value of one Share on the date of vesting. RSUs may be subject to certain restrictions, including, without limitation, a risk of forfeiture, as determined by the Committee. The Committee may determine that a grant of RSUs will provide a participant a right to receive dividend equivalents, which entitles the participant to receive the equivalent value (in cash or Shares) of dividends paid on the underlying Shares, provided that any dividend equivalents payable with respect to an award of RSUs will be payable to the participant only if and when the underlying Award vests, and any dividend equivalents payable with respect to awards of RSUs that do not vest will be forfeited. The Committee has the discretion to determine other terms and conditions of an RSU Award.

Performance Awards. A performance award is an Award that vests and/or becomes exercisable or distributable subject to the achievement of certain performance goals during a specified performance period, as established by the Committee. Performance awards may be granted alone or in addition to other Awards under the 2026 Plan, and may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Committee. The Committee has the discretion to determine other terms and conditions of a performance award.

Cash Awards. Cash awards may be granted under the 2026 Plan in such amounts, on such terms and conditions, and for such consideration as the Committee will determine in its sole discretion.

Certain Transactions

In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, extraordinary cash dividend, or any other change in the corporate structure or shares of the Company, appropriate adjustments will be made by the Committee to the number and kind of Shares available for issuance under the 2026 Plan, the number and kind of Shares subject to Awards granted under the 2026 Plan and/or the exercise price of outstanding options and SARs issued under the 2026 Plan.

Proposal 4

In the event of a "change in control" of the Company (as defined in the 2026 Plan) in which the surviving entity assumes or substitutes outstanding Awards on the same terms and conditions as the original Awards, such Awards that are assumed or substituted shall not vest solely as a result of the occurrence of the change in control. However, unless provided otherwise by the Committee in the applicable Award agreement, if, within 24 months following a change in control, a participant's service or employment is terminated by the surviving entity without "cause" or the participant resigns with "good reason" (each, as defined in the 2026 Plan), any outstanding Awards or substitute awards will become immediately vested and exercisable (as applicable), with performance awards vesting based on actual performance achievement as of the date of such change in control.

Unless otherwise provided by the Committee in an Award agreement or set forth in a participant's employment or service or similar agreement, in the event of a change in control of the Company in which outstanding Awards are not assumed or substituted by the surviving entity, any such Awards will become immediately vested and exercisable, as applicable, with performance-based Awards vesting based on actual performance achievement as of the date of such change in control.

The 2026 Plan also authorizes the Committee discretion to cancel options and SARs in connection with certain transactions in exchange for property (including cash) equal to intrinsic value (or for no consideration if the option is underwater relative to transaction consideration).

Clawback

All Awards granted under the 2026 Plan are subject to clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance with any Company clawback or similar policy or any applicable law related to such actions.

Amendment and Termination

Our board of directors or the Committee may at any time amend or terminate the 2026 Plan, provided that the rights of a participant granted an Award prior to such amendment, suspension nor termination may not be materially impaired without such participant's consent. In addition, stockholder approval will be required for any amendment to the extent necessary to comply with applicable law or applicable exchange listing standards. Without the approval of our stockholders, the Committee will not reprice, adjust or amend the exercise price of any options or the grant price of any SAR previously awarded, whether through amendment, cancellation and replacement grant or any other means, except in connection with a stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares, issuance of warrants or other rights or other similar corporate transaction or event that affects shares of our Common Stock, in order to prevent dilution or enlargement of the benefits, or potential benefits intended to be provided under the 2026 Plan. The 2026 Plan will remain in effect for a period of ten years (unless earlier terminated in accordance with its terms).

Material U.S. Federal Income Tax Consequences

The following is a general summary under current law of the principal U.S. federal income tax consequences related to awards under the 2026 Plan. This summary deals with the general federal income tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

Non-Qualified Stock Options

If an optionee is granted an NSO under the 2026 Plan, the optionee should not have taxable income on the grant of the option. Generally, the optionee should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the Shares acquired on the date of exercise, less the exercise price paid for the

Proposal 4

Shares. The optionee's basis in the Common Stock for purposes of determining gain or loss on a subsequent sale or disposition of such Shares generally will be the fair market value of our Common Stock on the date the optionee exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. We or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the optionee recognizes ordinary income.

Incentive Stock Options

A participant receiving ISOs should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares of our Common Stock received over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If a share of Common Stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the share of Common Stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the share of Common Stock on the date the ISO is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. We or our subsidiaries or affiliates generally are not entitled to a federal income tax deduction upon either the exercise of an ISO or upon disposition of the Shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the Shares.

Other Awards

The current federal income tax consequences of other Awards authorized under the 2026 Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NSOs; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election); RSUs, dividend equivalents and other stock or cash based awards are generally subject to tax at the time of payment. We or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the Award recipient recognizes ordinary income.

Section 409A of the Code

Certain types of Awards under the 2026 Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such Awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest, penalties and additional state taxes). To the extent applicable, the 2026 Plan and Awards granted under the 2026 Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code. To the extent determined necessary or appropriate by the plan administrator, the 2026 Plan and applicable Award agreements may be amended to further comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code.

Proposal 4

THE DISCUSSION ABOVE IS INTENDED ONLY AS A SUMMARY AND DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT TO RECIPIENTS OF AWARDS UNDER THE 2026 PLAN. AMONG OTHER ITEMS THIS DISCUSSION DOES NOT ADDRESS ARE TAX CONSEQUENCES UNDER THE LAWS OF ANY STATE, LOCALITY OR FOREIGN JURISDICTION, OR ANY TAX TREATIES OR CONVENTIONS BETWEEN THE UNITED STATES AND FOREIGN JURISDICTIONS. THIS DISCUSSION IS BASED UPON CURRENT LAW AND INTERPRETATIONAL AUTHORITIES WHICH ARE SUBJECT TO CHANGE AT ANY TIME.

New Plan Benefits

Because awards to be granted in the future under the 2026 Plan are at the discretion of the Compensation Committee, it is not possible to determine the benefits or the amounts received or that will be received under the 2026 Plan by eligible participants, including the executive group, non-executive director group and non-executive officer employee group.

The following table reflects the equity awards that were granted to our Named Executive Officers and all other eligible employees and directors during the last completed fiscal year under the 2019 Plan:

Equity Compensation Plan Information

The following table provides certain information with respect to the Prior Plan as of December 31, 2025, the only equity compensation plan in effect as of such date.

Proposal 4

Vote Required for Approval

Approval of this proposal will require the affirmative vote of the majority of the votes cast by stockholders present in person or represented by proxy at the Annual Meeting. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the vote.

Board Recommendation

CORPORATE GOVERNANCE

Highlights

The Company has established corporate governance practices and a structure that we believe provide significant protections for stockholders. These include:

Board of Directors Overview and Structure

Responsibilities

The business and affairs of the Company are managed by or under the direction of the Board of Directors. The Board of Directors executes its oversight as a whole and through its committees including the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. As a whole, among other responsibilities and actions, the Board of Directors attend regular Board meetings to discuss and review the Company's strategy, operations, financial results and financial plan. The Board annually approves our operating and capital budget, reviews our capital allocation plan, authorizes our share repurchase plan and any quarterly dividend payments and approves significant mergers and acquisitions.

Risk Oversight

As described more fully in the "Risk Factors" section to the Company's 2025 Form 10-K, the Company's management and Board of Directors manage a variety of internal and external risks. The Board of Directors and its committees play a vital role in managing the risks facing our Company.

Corporate Governance

Leadership Structure and Policy to Separate Chair and CEO

The Board of Directors has the responsibility for selecting the appropriate leadership structure for itself and for the Company. The Board of Directors considers many factors, including the specific needs of the business and the best interests of the Company's stockholders in determining the most appropriate structure for itself and the Company. Our current Board of Directors leadership structure is comprised of a combined Chairperson of the Board and Chief Executive Officer and Board committees comprised of only independent directors. Under NASDAQ Listing Rules, our independent directors are Messrs. Armstrong, Grossman, Muse, McMillen and Wells and Mses. Aulestia, Johnson and McNabb.

The Board of Directors believes that Mr. Sook's service in the combined Chairperson and Chief Executive Officer role is in the best interest of both the Company and its stockholders. As of December 31, 2025, Mr. Sook is the Company's third largest stockholder. He has a vast knowledge of television broadcasting and is a recognized leader in this industry. He understands the opportunities for and issues facing the Company and by serving in this dual role he is able to effectively focus the Board of Directors' attention on these matters. In this combined capacity, he speaks clearly with one voice in addressing the Company's various stakeholders such as customers, suppliers, employees, and the investing public. However, pursuant to a policy adopted by the Board of Directors in 2024, once Mr. Sook leaves the Company and the Board, the roles of Chairperson of the Board of Directors and Chief Executive Officer of the Company may not be held by the same individual.

All of the Company's directors, except for the Chair, are independent. The Board of Directors has not designated one of the independent directors as a "lead independent director" because each independent director is fully and effectively involved in the activities and issues relevant to the Board of Directors and its committees. The independent directors prefer not to place one individual between themselves and the Chair of the Board and Chief Executive Officer and other management as they believe this will diminish their active engagement. The independent directors continually demonstrate the ability to exercise their fiduciary responsibilities to the Board of Directors and make independent decisions.

Director Engagement

To ensure satisfactory engagement, the Board of Directors has a policy that:

In addition, the Nominating and Governance Committee, at least annually, reviews all directors' service on the boards and in the employment of other companies. Each director is required to advise the Chair of the Nominating and Governance Committee in advance of accepting an invitation to serve as a board member or employee of any company or organization other than a non-profit company or organization which is local in nature and unlikely to require a substantial time commitment.

Corporate Governance

Board of Directors Self-Evaluation

The Board periodically conducts a self-evaluation which assesses the Board's effectiveness regarding its Board and committee meetings, membership and leadership, relationship with management and compensation, among other targets. The Board reviews the self-evaluation and makes changes as a result, if warranted.

Board Attendance

As summarized in the table below, the incumbent members of the Board of Directors attended 96%, on average, of the total number of meetings of the Company's Board of Directors and committees of the Board of Directors on which they serve, with each incumbent director attending at least 75% of the meetings. The Board of Directors has not adopted a formal policy with regard to director attendance at the annual meeting of stockholders. Mr. Sook attended and presided over the 2025 Annual Meeting of Stockholders.

Corporate Governance

Committees of the Board of Directors

The Board of Directors currently has three standing committees with the following members:

As required by the rules and regulations of the NASDAQ Stock Market, we maintain a majority of independent directors on the Board of Directors and the compensation of our executive officers and the nomination of directors are determined by independent directors. All members of the Board committees are independent.

The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee each operate under a written charter. A copy of each charter is available through our website at www.nexstar.tv. Our website address in this Proxy Statement is included as an inactive textual reference only and the information contained on or accessible through our website does not constitute a part of and is not incorporated by reference into this Proxy Statement.

Committee Rotation

The Nominating and Governance Committee is responsible for evaluating and making recommendations to the Board regarding appointment of directors to its committees and the selection of committee chairs including any required qualifications as well as criteria to evaluate the effectiveness of each committee. While there is no stated policy regarding committee rotation, it has been the Board's practice to regularly reassess committee appointments in connection with its ongoing Board refreshment process. For example, in 2024, when Ellen Johnson joined the Board, she was appointed to the Audit Committee, and Lisbeth McNabb moved from the Audit Committee to fill a vacancy on the Nominating and Governance Committee. Following Mr. FitzSimons' retirement in June 2025, Ms. McNabb was re-appointed to the Audit Committee effective upon his retirement. In addition, the Board considers the results of feedback from its periodic self-assessment, the Company's annual stockholder outreach and the election results from each Annual Meeting when assessing the need for committee rotation and/or committee effectiveness.

Corporate Governance

The Audit Committee's functions include:

The Chair of the Audit Committee is Geoff Armstrong. The Board of Directors has determined that Mr. Armstrong, Ms. Johnson and Ms. McNabb are all "audit committee financial experts" in accordance with the applicable rules and regulations of the SEC.

For more information regarding the Audit Committee, please refer to the "Audit Committee Report" in this Proxy Statement.

The Compensation Committee's functions include:

Compensation Philosophy

The primary objectives of the Compensation Committee in determining total compensation (both salary and incentives) of the Company's executive officers, including the Chief Executive Officer, are to (i) attract and retain talented and highly qualified executives in the competitive diversified media and television broadcasting industry by providing a total compensation package that includes a combination of elements which are at or above competitive opportunities, (ii) tie executive compensation, both short and long-term elements, to the Company's overall performance and specific attainment of long-term strategic goals, (iii) provide executives with long-term incentive for future performance that aligns with stockholder interests and maximizes stockholders value over the long-term, and (iv) set executive compensation at responsible levels to promote fairness and equity among all employees within our organization.

For more information on the compensation decisions made by the Committee for 2025, refer to the Compensation Discussion and Analysis below.

Corporate Governance

Compensation Committee Interlocks and Insider Participation

Bernadette S. Aulestia, Jay M. Grossman and Tony Wells served on the Compensation Committee during 2025. None of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee.

The Nominating and Corporate Governance Committee's functions include:

Criteria for Directors

The Nominating and Corporate Governance Committee Charter sets forth the criteria for its directors for reelection and nomination. Those criteria include:

Corporate Governance

There is no formal policy governing diversity of the Board of Directors and the selection of its members. The

Nominating and Corporate Governance Committee defines Board diversity broadly to mean that the Board of

Directors is comprised of individuals with a variety of perspectives, industry experience, personal and

professional backgrounds, skills and qualifications.

Board Refreshment

Over the past several years, the Board of Directors has enacted a board refreshment plan in order to bring some fresh perspectives to the Board, reduce the average tenure of its members, and increase and diversify the knowledge and skill set of its members. Key refreshment actions include:

Management Succession

Senior management, together with the Nominating and Governance and Compensation Committees of the Board of Directors, is responsible for succession planning. Over the past several years, we hired or promoted a number of senior executives to replace retiring executives and position Nexstar for the future. These include:

To aid in the transition of these positions, we have typically had a period of overlap between the outgoing and incoming executives and/or retain the outgoing executive pursuant to a limited consulting arrangement.

We regularly review our management structure and succession plan in the ordinary course. As part of our ongoing planning, each senior executive is tasked with developing a succession plan for his/her own position as well as key positions with each of their respective organizations.

Compensation of Directors

Overview of Compensation and Procedures

Nexstar employees do not receive additional compensation for their services as directors. Accordingly, Mr. Sook serves on the Board of Directors without additional compensation. In 2025, each non-employee director received annual cash compensation of $100,000 for their services as a director, pro-rated for any partial fiscal year during which the director served on the Board of Directors. Each non-employee director also received cash compensation of $15,000, $10,000 or $10,000 for service in the Audit, Compensation or Nominating and Corporate Governance Committee, respectively. The Audit, Compensation and Nominating and Corporate Governance Committee Chairpersons received additional cash compensation of $12,500, $10,000 and $7,500,

Corporate Governance

respectively. In March 2025, each of our non-employee directors also received a retainer in the form of time-based restricted stock units, pro-rated for any partial fiscal year during which the director served on the Board of Directors, as described in the tables below. Non-employee directors do not receive payments for their attendance at Board or Committee meetings. However, we reimburse our directors for business-related travel expenses.

2025 Director Compensation Table

The following table sets forth information concerning compensation to each of our independent directors during the year ended December 31, 2025:

STOCKHOLDER OUTREACH

2026 Stockholder Outreach

At the end of 2025 and the beginning of 2026, we conducted our annual outreach to our stockholders to engage on issues of importance to them.

This year, we contacted stockholders representing 70% of our shares outstanding as of December 31, 2025 and conducted virtual meetings with stockholders representing 32% of our shares outstanding. A member of the Compensation Committee of our Board of Directors was present at all virtual meetings with stockholders representing 32% of our shares outstanding, or 100% of the virtual meetings we conducted. Not all stockholders felt a meeting was needed as they had nothing to communicate with the Company. In addition, in light of guidance from the Division of Corporation Finance of the U.S. Securities and Exchange Commission issued in February 2025 regarding eligibility to report on Schedule 13G, feedback from stockholders was more limited than in past years.

The following table sets forth the statistics regarding our annual stockholder outreach based on 30,327,997 shares outstanding as of December 31, 2025 and shares outstanding for stockholders based on the Schedule 13G or Form 13-F filing for that date.

Response to Stockholder Outreach
By % of Shares Outstanding as of 12/31/25

Stockholder Outreach

On each virtual meeting, we provided stockholders with an update on our sustainability and governance initiatives, an explanation of our new compensation practices regarding LTIP structure implemented in 2025, and offered stockholders an opportunity to communicate any issues or concerns they might have.

As is to be expected, each stockholder had slightly different thoughts and objectives they wanted to convey. We tracked the responses from each stockholder and compiled the comments into a table. We typically address in our proxy statement comments regarding executive compensation that were raised by (i) more than two stockholders and (ii) represent in aggregate more than 10% of our shares outstanding. There was no commentary regarding executive compensation that met these standards this year.

All stockholder feedback and commentary (with no limitation) were compiled and reported to our Board of Directors.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors establishes compensation policies, or, when appropriate, makes recommendations that the Board of Directors establish compensation policies for the directors and executive officers of Nexstar Media Group, Inc. (the "Company"), approves employment agreements with executive officers of the Company, administers the Company's equity incentive plans and approves grants under such equity incentive plans and makes recommendations regarding any other incentive compensation.

In performing its oversight responsibilities of the design and functioning of the Company's executive and director compensation program, the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for the year ended December 31, 2025 with the management of the Company. Based on this review and discussion, the Compensation Committee has recommended to the Company's Board of Directors that the Compensation Discussion and Analysis be included in the Company's Proxy Statement for the Annual Meeting of Stockholders.

COMPENSATION DISCUSSION AND ANALYSIS

2025 Executive Compensation Overview

This Compensation Discussion and Analysis describes the material elements of our executive compensation program for our principal executive officer, principal financial officer and three other most highly compensated executive officers during 2025 (collectively, our "Named Executive Officers" or "NEOs"). This section also describes the objectives, principles and policies underlying our executive compensation program for our Named Executive Officers, the compensation decisions we have made under that program, and the factors considered in making those decisions. Our Named Executive Officers for 2025 are:

2025 Company Performance

In 2025, we delivered another year of solid financial results, while taking bold steps to better compete with big tech and big media by reinforcing our position as the nation's leading local broadcasting company through our acquisition of TEGNA Inc.

Key 2025 accomplishments included:

Compensation Discussion and Analysis

Adjusted EBITDA and Adjusted Free Cash Flow are non-GAAP financial measures. Refer to Appendix B for a reconciliation of non-GAAP financial measures to their closest comparable GAAP measures.

Stockholder Say on Pay Frequency Vote

Pursuant to the result of our annual meeting of stockholders in June 2023 related to "Say-on-Frequency Proposal", our stockholders will continue to cast a non-binding advisory vote to approve the compensation of our Named Executive Officers at a frequency of once every year.

Stockholder Say on Pay Vote

At our annual meeting of stockholders in June 2025, our stockholders were asked to cast a non-binding advisory vote to approve our Named Executive Officers' compensation for the year 2024 ("say-on-pay"). Approximately 95.5% of the votes cast by our stockholders were in support of the compensation of our Named Executive Officers.

ata sourced from 2024 proxy Summary Compensation Tables

Compensation Philosophy and Objectives

The Company's executive compensation program has been developed to incorporate a compensation philosophy consistent with the following primary objectives:

Compensation Discussion and Analysis

The following chart highlights several features of our compensation practices.

Overview and Role of Compensation Committee

The Compensation Committee of the Board of Directors establishes, or, when appropriate, makes recommendations that the Board of Directors establish compensation policies for the directors and executive officers of Nexstar, including our Named Executive Officers. The Compensation Committee approves the employment agreements with the executive officers of Nexstar, administers Nexstar's equity incentive plans, approves grants under such plans and makes recommendations to the Board of Directors regarding other incentive compensation provided to our Named Executive Officers and other executive officers.

The Compensation Committee has the authority to retain and obtain advice of advisors and consultants as necessary and evaluates their independence prior to selection or retention. The Compensation Committee also sets the compensation and oversees the work of advisors and consultants.

Role of Compensation Consultant in Compensation Decisions

The Compensation Committee has retained Meridian as its independent compensation consultant to provide advice to and assist the Compensation Committee in designing and administering the structure and mechanics of the Company's executive compensation program. Meridian also offers guidance to the Compensation Committee on other matters related to officer and director compensation and corporate governance.

Compensation Discussion and Analysis

Meridian reports directly and exclusively to the Compensation Committee. The Compensation Committee generally reviews and considers information and recommendations provided by Meridian, but the Compensation Committee makes all compensation-related decisions. While Meridian typically works only with the Compensation Committee, the Compensation Committee retains the discretion to allow Meridian to work directly with management in preparing or reviewing materials for the Compensation Committee's consideration.

During 2025, after taking into consideration the factors listed in Section IM-5605-5(d)(3)(D) of the NASDAQ Listing Rules, the Compensation Committee concluded that neither it nor the Company has any conflicts of interest with Meridian, and that Meridian is independent from management. Other than Meridian, no other compensation consultants provided services to the Compensation Committee during 2025.

Defining the Market-Benchmarking

Benchmarking review provides a foundation for ensuring that our executive compensation levels remain competitive in relation to the peer group and is generally refreshed prior to the hiring or replacement of an executive officer or when an existing officer's employment contract is renewed or as frequently as significant changes in the peer group warrant. One of the primary objectives of the Company's executive compensation program is to provide compensation near the median market pay level based on our benchmarking review of peer group companies, subject to Company results and individual contribution. Such benchmarking is useful because we recognize that our compensation practices must be competitive in the media industry. By targeting Named Executive Officer compensation to the compensation practices of the Company's peer group, the Company enhances its ability to attract and retain talented and highly qualified executives, which is fundamental to the Company's growth and delivery of value to its stockholders. In addition, peer group information is one of the many factors we consider in assessing the reasonableness of compensation of our Named Executive Officers.

In making compensation decisions for our Named Executive Officers in 2025, the "peer group" is comprised of the following companies (the "2025 Peer Group"):

Peer Group Companies

2025 Peer Group Selection

We selected our 2025 Peer Group based on a number of factors with the primary factor being whether a company has business similarities to Nexstar. Secondary factors included the size of the company, its capital structure and whether or not it pays a dividend. In addition, we sought to maintain a large enough group of comparable companies to provide meaningful information. Because Nexstar has increased its scale over the years through acquisitions, many of its traditional local broadcasting peers such as Gray Media, Inc., Sinclair, Inc., TEGNA Inc. (acquired by Nexstar on March 19, 2026), The E.W. Scripps Company, were - and currently are -

Compensation Discussion and Analysis

considerably smaller than the Company. As a result, the Company also looked for larger companies with similar business models, such as Fox Corporation and Paramount Skydance Corporation, which own television stations and cable networks like Nexstar does. Other companies which operate in the media industry more broadly, including Charter Communications, Inc., Comcast Corporation, iHeartMedia, Inc., News Corp., Omnicom Group, Inc., Roku, Inc., SiriusXM Holdings Inc., The Walt Disney Company, Versant Media Group, Inc. and Warner Bros. Discovery, Inc. were also included to round out the 2025 Peer Group. Certain companies that are no longer publicly traded, are in the process of being acquired or were deemed too small to be comparable were eliminated from the list this year, including AMC Networks Inc., Clear Channel Outdoor Holdings, Inc., TEGNA Inc., The E.W. Scripps Company, and The Interpublic Group of Companies, Inc.

Compensation Risk Considerations

The Compensation Committee has reviewed our executive and non-executive compensation programs and believes that they do not encourage excessive or unnecessary risk taking. As further explained below, the Compensation Committee believes that any risk inherent in our compensation programs is unlikely to have a material adverse effect on us. In designing and administering our award structure, we and the Compensation Committee worked closely with Meridian to mitigate any risks and to minimize the creation of imprudent incentives for our executives. The Compensation Committee believes that our performance-based compensation does not encourage unnecessary risks because the executive pay mix is sufficiently diversified over several performance metrics as well as over short- and long-term compensation.

Our compensation program includes the following features to prevent and safeguard against excessive risk- taking:

We believe that our executive compensation program appropriately rewards our executive officers for sustained performance, without giving unnecessary weight to any one factor or type of compensation, and discourages excessive risk-taking. Our compensation structure is designed to encourage sustained performance over a long-term period. Based on the foregoing, the Compensation Committee has concluded that the risks arising from our compensation policies and programs are not reasonably likely to have a material adverse effect.

Compensation Discussion and Analysis

Determination of Compensation

The Compensation Committee reviewed compensation levels for our Named Executive Officers for 2025 and considered various factors, including the executive's performance, the compensation level of competitive jobs at peer companies and the financial performance of the Company. For the executive officers, other than our Chief Executive Officer, the Compensation Committee considers the recommendations of our Chief Executive Officer. The Compensation Committee approves (and with respect to our Chief Executive Officer, recommends to the independent members of the Board of Directors for approval), the primary components of compensation for the Named Executive Officers, including any annual cash bonus and grant of stock-based long-term incentive compensation. The compensation levels and structure for our Chief Executive Officer were determined by the Compensation Committee, in consultation with Meridian, in connection with the negotiation of his August 2022 employment contract, and were based on his and the Company's historical performance and the compensation amount and structure for CEOs of our peers at the time. The terms of the CEO's short-term compensation and the structure of the CEO's long-term compensation are described in the CEO's employment contract. Each year, the Compensation Committee, in consultation with Meridian, reviews the CEO's total cash compensation levels and sets the amount of RSUs and PSUs to be granted to the CEO based on a review of peer group CEO compensation as well as the CEO's and Company's performance. The structure of the CEO's long-term compensation beginning with fiscal year 2026 was amended in connection with his new employment contract. The changes are described below.

Key Metrics Used for Performance Measures

Short-Term Incentive Compensation

For purposes of determining eligibility for annual cash bonus payments, the Company utilizes Net Revenue and Adjusted EBITDA (which is calculated in a manner consistent with the calculation of EBITDA that is referenced in the employment agreement) compared to budgets (i.e. "targets") approved by the Board of Directors. Budgets take into consideration the overall market environment for the Company as well as the Company's assets and operational initiatives. Historically, budgets have been set to incentivize management to achieve its best. In the past three years, not all NEOs have achieved target payouts, demonstrating the rigor of the targets that are set.

Net revenue represents revenue recognized, net of allowances and credits, in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). For short-term incentive compensation awarded in 2025, the Company applied the 2023 definition of Adjusted EBITDA for CEO and COO, and applied the current definition of Adjusted EBITDA for all other NEOs. Refer to Appendix B for the 2023 definition of Adjusted EBITDA and the current definition of Adjusted EBITDA, as well as reconciliations to the most directly comparable U.S. GAAP measures.

Long-Term Incentive Compensation

For purposes of determining eligibility for performance vesting under stock-based long-term incentive awards, the Company utilizes Company total stockholder return against a peer group and Adjusted Free Cash Flow. Total stockholder return and the related peer groups are defined in the applicable employment agreements (see "Employment Agreements" section below). Refer to Appendix B for the definition of Adjusted Free Cash Flow, as well as reconciliations to the most directly comparable U.S. GAAP measures. For additional information on the performance of these measures, see discussion in the "Elements of Compensation-Annual Cash Bonuses" and "Elements of Compensation-Stock-Based Long-Term Incentive Compensation".

Compensation Discussion and Analysis

Elements of Compensation

The principal elements of the Company's executive compensation consist of (i) base salary, (ii) annual cash bonuses, (iii) restricted stock units (performance-based and time-based), (iv) perquisites and other compensation, (v) health benefits, and (vi) severance benefits and change in control provisions.

The elements of executive compensation are structured to pay for performance and strike a balance between performance and risk taking. We achieve these goals by offering both short-term and long-term incentive awards, which include a mix of both time- and performance-based vesting requirements, each of which aligns the interests of our executives with our stockholders and encourages focus on both short and long-term success. The compensation mix delivered in 2025 to the CEO and other NEOs based on the values disclosed in the Summary Compensation Table, was as follows:

30%

Compensation Discussion and Analysis

Summary Compensation Structure for CEO and Other NEOs

Compensation Discussion and Analysis

Compensation Discussion and Analysis

Compensation Discussion and Analysis

Base Salary

As of December 31, 2025, the annual base salary of each of the Company's Named Executive Officers are as follows:

The annual base salary of each of the Company's Named Executive Officers is established by their respective individual employment agreements. The purpose of the base salary is to provide each Named Executive Officer with cash compensation that is not variable in nature and that is generally competitive with our peer group. The base salary is established based on the scope of the executive's responsibilities, taking into account compensation paid by peer group companies for similar positions. Generally, the executives' base salaries are determined with reference to the median market pay level of our peer group companies, but individual officer salary levels may fall above or below median for a variety of reasons, including scope of role, experience, tenure, performance, retention concerns or other relevant factors.

Our NEOs' employment agreements generally provide for discretionary adjustments to base salary. Our NEOs base salaries were not increased in 2025. See the "Employment Agreements" section of this Proxy Statement for a discussion of the employment agreements with our Named Executive Officers.

Annual Cash Bonuses

Each of our Named Executive Officers is eligible to earn an annual cash bonus based on the quantitative and qualitative criteria described in each Named Executive Officer's employment agreement and summarized below.

The targets and actual cash bonuses earned by our Named Executive Officers for the year 2025 are as follows:

Compensation Discussion and Analysis

Annual Bonus Opportunity and 2025 Actual Results - Mr. Sook

As provided in his employment agreement, as amended on August 1, 2022 (which was further amended effective April 1, 2026), Mr. Sook is eligible to receive an annual bonus with a "Target" amount equal to 200% of his annual base salary, subject to increase or decrease based on the criteria set forth in the tables below and approval of the Compensation Committee. The Compensation Committee may alter the criteria set forth in the tables below as circumstances warrant and in consultation with Mr. Sook: