03/03/2026 | Press release | Distributed by Public on 03/03/2026 13:13
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 03/01/2026 | M | 37,612 | (2) | (6) | Common Stock | 37,612 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (1) | 03/01/2026 | M | 37,612 | (3) | (6) | Common Stock | 45,259(3) | $ 0 | 0 | D | ||||
| Restricted Stock Units | (1) | 03/02/2026 | M | 36,950 | (4) | (6) | Common Stock | 36,950 | $ 0 | 36,949 | D | ||||
| Restricted Stock Units | (1) | 03/02/2026 | A | 40,446 | (7) | (6) | Common Stock | 40,446 | $ 0 | 40,446 | D | ||||
| Restricted Stock Units | (1) | 03/02/2026 | A | 60,670 | (8) | (6) | Common Stock | 60,670 | $ 0 | 60,670 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SOOK PERRY A C/O NEXSTAR MEDIA GROUP, INC. 545 E. JOHN CARPENTER FREEWAY, SUITE 700 IRVING, TX 75062 |
X | Chief Executive Officer | ||
| /s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook | 03/03/2026 | |
| **Signature of Reporting Person | Date |
| * | 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 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. |
| (2) | 75,224 RSUs were awarded on March 1, 2024, of which 37,612 RSUs vested each on March 1, 2025 and March 1, 2026. |
| (3) | 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, and again on March 1, 2026, were each converted into 45,259 shares of Nexstar common stock. |
| (4) | 73,899 RSUs were awarded on March 1, 2025, of which 36,950 RSUs vested on March 2, 2026 and 36,949 RSUs vest on March 3, 2027. |
| (5) | The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners. |
| (6) | 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. |
| (7) | 40,446 RSUs were awarded on March 2, 2026, of which 13,482 RSUs vest at each anniversary of the award through March 2, 2029. |
| (8) | 60,670 target PSUs were awarded on March 2, 2026 which vest in full on March 2, 2029, subject to the achievement of the pre-established company performance metric. The number of shares of Nexstar's Common Stock that may be earned is between 0% and 200% of the target number of PSUs. |