SOOK PERRY A 4

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).