SOOK PERRY A 4
4 · NEXSTAR MEDIA GROUP, INC. · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Nexstar (NXST) CEO Perry Sook Exercises Awards, Sells 46,544 Shares
What Happened
- Perry A. Sook, Nexstar Media Group CEO, had time- and performance-based restricted stock units convert into common shares and received new awards. On March 1–2, 2026 he received 119,821 shares from vesting/conversion (82,871 shares on Mar 1 and 36,950 on Mar 2). Separately, on March 2, 2026 he was granted 40,446 RSUs and 60,670 target PSUs (future vesting).
- To satisfy tax withholding on the vested shares, 46,544 shares were delivered/sold at $247.24 per share for proceeds of $11,507,539 (payment of tax liability). The PSU payout rate for the vesting was 120.33%, so 37,612 target PSUs converted into 45,259 shares per tranche.
Key Details
- Transaction dates: vesting/conversions Mar 1–2, 2026; grant awards Mar 2, 2026; tax-withholding sale recorded Mar 2, 2026. Form 4 filed Mar 3, 2026 (appears timely).
- Price and value: 46,544 shares disposed at $247.24 = $11,507,539 (tax withholding). Converted/vested shares recorded at $0 (derivative conversion). Grants reported at $0 (awards).
- Shares received via vesting/conversion: 119,821 total (82,871 on Mar 1; 36,950 on Mar 2). New awards: 40,446 RSUs and 60,670 target PSUs (subject to future vesting/performance).
- Shares beneficially owned after transaction (per filing): 975,956 shares held by PS Sook Ltd., of which Mr. Sook and his spouse are beneficial owners (footnote).
- Notable footnotes: PSU payout was 120.33% of target for the 2024 grant; RSUs/PSUs have no expiration and include accelerated-vesting protections in certain terminations/change-in-control scenarios. The disposition coded F indicates sale to satisfy tax withholding.
Context
- These transactions are largely routine compensation events: PSUs/RSUs vested and converted into common stock, and a portion of those shares was sold to cover taxes (a common cashless/withholding settlement). This is different from an open-market sell motivated by portfolio rebalancing — the filing shows the sale was to satisfy tax obligations.
- Transaction codes: M = exercise/conversion of derivative (vesting), A = award/grant, F = payment of exercise price or tax liability (withholding sale).
Insider Transaction Report
Form 4
SOOK PERRY A
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-03-01+37,612→ 810,807 total - Exercise/Conversion
Common Stock
[F1][F3]2026-03-01+45,259→ 856,066 total - Exercise/Conversion
Common Stock
[F1][F4]2026-03-02+36,950→ 893,016 total - Tax Payment
Common Stock
2026-03-02$247.24/sh−46,544$11,507,539→ 846,472 total - Exercise/Conversion
Restricted Stock Units
[F1][F2][F6]2026-03-01−37,612→ 0 total→ Common Stock (37,612 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F3][F6]2026-03-01−37,612→ 0 total→ Common Stock (45,259 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F4][F6]2026-03-02−36,950→ 36,949 total→ Common Stock (36,950 underlying) - Award
Restricted Stock Units
[F1][F7][F6]2026-03-02+40,446→ 40,446 total→ Common Stock (40,446 underlying) - Award
Restricted Stock Units
[F1][F8][F6]2026-03-02+60,670→ 60,670 total→ Common Stock (60,670 underlying)
Holdings
- 975,956(indirect: PS Sook Ltd.)
Common Stock
[F5]
Footnotes (8)
- [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 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.
- [F2]75,224 RSUs were awarded on March 1, 2024, of which 37,612 RSUs vested each on March 1, 2025 and March 1, 2026.
- [F3]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.
- [F4]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.
- [F5]The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.
- [F6]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.
- [F7]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.
- [F8]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.
Signature
/s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook|2026-03-03