ZIMMER DANA 4

What Happened
Dana Zimmer, President, Distribution & Strategy at Nexstar Media Group (NXST), reported conversion of time‑based RSUs into common stock on May 23, 2026 and an open‑market sale on May 27, 2026. The filing shows 1,000 RSUs converted into 1,000 shares (reported as an exercise/conversion, $0 cost), and a sale of 465 shares at $187.32 each for proceeds of $87,104. The sale was used to satisfy tax withholding obligations related to RSU vesting (a routine, non‑market‑timing sale rather than a directional bet).

Key Details

• Transaction dates and prices:
  • 2026-05-23: Exercise/conversion of derivative (RSU settlement) — 1,000 shares @ $0.00 (acquired).
  • 2026-05-23: Reported derivative disposition — 1,000 shares @ $0.00 (derivative entry).
  • 2026-05-27: Open‑market sale — 465 shares @ $187.32 = $87,104.
• Purpose of sale: F3 states the 465‑share sale was to cover tax withholding on RSUs that vested May 23, 2026.
• Footnotes:
  • F1: Each time‑based RSU converts to one share at vesting.
  • F2: 4,000 RSUs were awarded May 23, 2024; 1,000 RSUs vest each anniversary through May 23, 2028.
  • F3: The sale covered tax withholding for the RSU settlement.
• Shares owned after the transaction: Not specified in the provided filing excerpt.
• Filing timeliness: Report filed May 27 for May 23 transactions. Form 4s are typically due within two business days of the transaction; this filing was four days later and may be outside that window.

Context
This was an RSU vesting and tax‑withholding sale (a common, routine event). The filing shows RSUs converted into shares and a portion sold in the open market to satisfy taxes — similar to a cashless exercise/withholding. Such sales generally do not by themselves indicate the insider’s view on the company’s prospects.