Nexstar Media Group Inc.

03/04/2026 | Press release | Distributed by Public on 03/04/2026 16:54

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SOOK PERRY A
2. Issuer Name and Ticker or Trading Symbol
NEXSTAR MEDIA GROUP, INC. [NXST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O NEXSTAR MEDIA GROUP, INC., 545 E. JOHN CARPENTER FREEWAY, SUITE 700
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026
(Street)
IRVING, TX 75062
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 03/02/2026 M 66,508 A $ 0 (1)(2) 912,980 D
Common Stock 03/03/2026 F 26,171 D $243.55 886,809 D
Common Stock 975,956 I PS Sook Ltd.(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) 03/02/2026 M 36,949 (2) (4) Common Stock 66,508(2) $ 0 36,950 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SOOK PERRY A
C/O NEXSTAR MEDIA GROUP, INC.
545 E. JOHN CARPENTER FREEWAY, SUITE 700
IRVING, TX 75062
X Chief Executive Officer

Signatures

/s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook 03/04/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) 73,899 target PSUs were awarded on March 1, 2025. 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 180% of the target number of PSUs were satisfied. Thus, the 36,949 target PSUs that vested on March 2, 2026 were converted into 66,508 shares of Nexstar common stock. The 36,950 target PSUs that vest on March 3, 2027 will also convert to 66,510 shares of Nexstar common stock at vesting date.
(3) The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.
(4) The 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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