Biard Michael 4

What Happened

• Michael Biard, President & COO of Nexstar Media Group (NXST), had 2,500 time‑based RSUs convert into 2,500 shares on May 23, 2026 (conversion recorded at $0.00 per share). To cover tax withholding tied to that vesting, he sold 989 shares in an open‑market transaction on May 27, 2026 at $187.32 per share, generating proceeds of $185,261.

Key Details

• Transaction dates and prices:
  • May 23, 2026 — Conversion of 2,500 RSUs into 2,500 shares (derivative conversion, $0.00 per share).
  • May 27, 2026 — Open‑market sale of 989 shares at $187.32 per share for $185,261 total.
• Footnotes of note:
  • F1/F2: These were time‑based RSUs awarded May 23, 2024 (10,000 RSUs total); 2,500 RSUs vest each year through May 23, 2028.
  • F3: The sale was executed to cover tax withholding obligations associated with the May 23, 2026 RSU settlement.
• Shares owned after the transaction: Not specified in the provided extract — see the official Form 4 for the reporting person’s total holdings.
• Filing timeliness: The Form 4 was filed on May 27, 2026 reporting a May 23, 2026 vesting date. Form 4s are typically due within two business days of the reportable transaction, so the filing appears later than that window for the May 23 conversion.

Context

• This sequence (RSU vesting/conversion followed by a small open‑market sale) is a common, routine pattern when insiders sell shares to satisfy tax withholding on vested awards. The conversion was a derivative‑to‑stock event (no cash exercise); the subsequent sale was to cover taxes rather than an expressed directional bet on the company’s stock.