Morgan Rachel 4
4 · NEXSTAR MEDIA GROUP, INC. · Filed Jun 17, 2025
Insider Transaction Report
Form 4
Morgan Rachel
EVP General Counsel
Transactions
- Exercise/Conversion
Restricted Stock Units
2025-06-14−657→ 1,312 total→ Common Stock (657 underlying) - Sale
Common Stock
2025-06-17$165.25/sh−329$54,367→ 2,122 total - Exercise/Conversion
Restricted Stock Units
2025-06-14−657→ 1,312 total→ Common Stock (657 underlying) - Exercise/Conversion
Common Stock
2025-06-14+657→ 1,794 total - Exercise/Conversion
Common Stock
2025-06-14+657→ 2,451 total
Footnotes (5)
- [F1]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 a contingent right to receive one share of Nexstar's common stock, subject to the achievement of pre-established company performance metric.
- [F2]2,625 RSUs were awarded on June 14, 2023, of which, 656 and 657 RSUs vested on June 14, 2024 and 2025, respectively, and, 656 RSUs each will vest on June 14, 2026 and 2027.
- [F3]2,625 PSUs were awarded on June 14, 2023, of which, 656 and 657 PSUs vested on June 14, 2024 and 2025, respectively, and, 656 PSUs each will vest on June 14, 2026 and 2027, subject to the achievement of pre-established company performance metric. For the 657 PSUs that vested on June 14, 2025, the Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied.
- [F4]The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of RSUs and PSUs that vested on June 14, 2025.
- [F5]The RSUs/PSUs have no expiration. However, any and all unvested portion of RSUs/PSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control.