Morgan Rachel 4
4 · NEXSTAR MEDIA GROUP, INC. · Filed Mar 26, 2026
Research Summary
AI-generated summary of this filing
Nexstar (NXST) EVP General Counsel Morgan Rachel Sells 333 Shares
What Happened
Morgan Rachel, EVP and General Counsel of Nexstar Media Group (NXST), had equity awards vest on March 24, 2026 and subsequently sold 333 shares on March 25, 2026. Specifically, 750 time‑based RSUs vested and converted into 750 shares, and 563 target PSUs vested and — at a 104.54% payout — converted into 588 shares (total 1,338 shares issued). On March 25 she sold 333 shares at $218.53 each for proceeds of $72,771. The sale was reported as being to cover tax withholding obligations tied to the vesting.
Key Details
- Transaction dates: vesting/conversion on 2026-03-24; sale on 2026-03-25; Form 4 filed 2026-03-26.
- Sale: 333 shares at $218.53 → $72,771 proceeds.
- Vesting/conversion: 750 RSU shares + 563 target PSUs converted into 588 shares = 1,338 shares issued.
- Reason for sale: tax withholding to satisfy payroll/tax obligations related to the RSU/PSU settlements (per footnote).
- Shares owned after the transactions: not specified in the filing.
- Filing timeliness: Form 4 was filed two days after the vesting date (not indicated as late).
Context
These were award settlements (RSUs and PSUs), not open‑market purchases. The derivative entries reflect conversion of restricted stock units and performance units into common shares (no exercise price). The small sale was routine tax‑withholding treatment following vesting and should not be read as a directional investment signal; purchases are generally more indicative of bullish insider sentiment.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2]2026-03-24+750→ 2,872 total - Exercise/Conversion
Common Stock
[F3][F4]2026-03-24+588→ 3,460 total - Sale
Common Stock
[F5]2026-03-25$218.53/sh−333$72,771→ 3,127 total - Exercise/Conversion
Restricted Stock Units
[F1][F2]2026-03-24−750→ 1,500 total→ Common Stock (750 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-03-24−563→ 1,687 total→ Common Stock (588 underlying)
Footnotes (5)
- [F1]Each time-based restricted stock unit ("RSU") is converted into one share of Nexstar's Common Stock subject to the Reporting Person's continued service through the applicable vesting date.
- [F2]2,250 RSUs were awarded on March 24, 2025, of which 750 RSUs vest at each anniversary date of the award through March 24, 2028.
- [F3]Each Performance-based restricted stock unit ("PSU") represents the right to receive, following vesting, between 0% and 150% of one share of Nexstar's Common Stock, subject to the level of achievement of pre-established company performance metrics and Reporting Person's continued service through the applicable vesting date.
- [F4]2,250 target PSUs were awarded on March 24, 2025, of which 563, 562 and 1,125 PSUs vest on March 24, 2026, 2027 and 2028, respectively, subject to the achievement of the pre-established company performance metrics. The number of shares of Nexstar's common stock that may be earned is between 0% and 150% 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 104.54% of the target number of PSUs were satisfied. Thus, the 563 target PSUs that vested on March 24, 2026 were converted into 588 shares of Nexstar common stock.
- [F5]The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the settlement of RSUs and PSUs that vested on March 24, 2026.