ZIMMER DANA 4

What Happened
Dana Zimmer, President, Distribution & Strategy at Nexstar Media Group (NXST), had performance-based restricted stock units (PSUs) vest and convert into a total of 2,876 shares on June 8, 2026. The vesting breakdown: 1,000 PSUs from the May 23, 2024 award and 938 PSUs each from awards dated June 3, 2022 and June 14, 2023. The Form 4 shows matching "Acquired" entries for those conversions and corresponding "Disposed" entries recorded at $0 (derivative), consistent with net settlement or share withholding practices commonly used to satisfy tax or other obligations. No cash purchase or open-market sale was reported.

Key Details

• Transaction date: June 8, 2026 (converted/vested). Form filed June 10, 2026 (appears timely).
• Shares vested/converted: 1,000 + 938 + 938 = 2,876 shares.
• Transaction prices: Acquired entries listed as N/A; Disposed entries recorded at $0 (derivative).
• Shares owned after transaction: not specified in the provided excerpt.
• Footnotes: F1–F4 explain PSUs convert to one share each if performance and service conditions are met; Compensation Committee certified achievement and the listed PSUs vested on June 8, 2026.
• Filing timeliness: Filed two days after the vesting date (June 10), which is generally within the Form 4 reporting window.

Context
These were award conversions (PSUs vesting), not open-market purchases or discretionary sales. Award vesting and any related share withholding for taxes are routine compensation events and do not by themselves signal insider buying or selling intent. For derivative transactions like this, converted PSUs can be either delivered as shares or net-settled (some shares withheld), which explains the simultaneous $0 "disposed" entries on the Form 4.