Weaver Robert S. 4

4 · NEXSTAR MEDIA GROUP, INC. · Filed Mar 26, 2026

AI-generated summary of this filing

Updated Mar 26, 2026

Nexstar (NXST) EVP Robert S. Weaver Sells Shares After Awards Vest

What Happened

Robert S. Weaver, Executive Vice President, Government Relations of Nexstar Media Group (NXST), had restricted stock awards vest and converted into common shares on March 24, 2026 (1,667 time‑based RSUs and 1,306 PSUs). On March 25, 2026 he sold 1,101 shares in an open‑market transaction at $218.53 per share, receiving $240,604. The sale was to satisfy tax withholding obligations related to the vested awards.

Key Details

Transaction dates & prices:
- 2026-03-24: Conversion/vesting of 1,667 RSUs (time‑based) and 1,306 PSUs (performance‑based; 1,250 target PSUs converted at 104.54% = 1,306 shares) — reported as derivative conversions (code M) at $0.00.
- 2026-03-25: Open‑market sale of 1,101 shares at $218.53 each for proceeds of $240,604 (code S).
Shares owned after transaction: Not provided in the supplied filing excerpt.
Footnotes: Sale was to cover tax withholding on the vested RSUs/PSUs. The PSU payout was 104.54% of target based on company performance.
Timeliness: Filing dated March 26, 2026 for transactions on March 24–25, 2026 — no late‑filing indication in the provided data.

Context

This sequence is a routine post‑vest transaction: RSUs/PSUs vested (converted to shares), and a portion of those shares were sold to cover required tax withholding. Such withholding sales are common and do not necessarily indicate insider sentiment about the company’s stock.
Derivative code M here reflects conversion/settlement of restricted stock units (not an options exercise for cash); the sale (code S) was an open‑market transaction.

Form 4

Period: 2026-03-24

EVP, Government Relations

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-03-24+1,667→ 1,667 total
Exercise/Conversion
Common Stock
[F3][F4]
2026-03-24+1,306→ 2,973 total
Sale
Common Stock
[F5]
2026-03-25$218.53/sh−1,101$240,604→ 1,872 total
Exercise/Conversion
Restricted Stock Units
[F1][F2]
2026-03-24−1,667→ 3,333 total
→ Common Stock (1,667 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-03-24−1,250→ 3,750 total
→ Common Stock (1,306 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]5,000 RSUs were awarded on March 24, 2025, of which 1,667, 1,666 and 1,667 RSUs vest on March 24, 2026, 2027 and 2028, respectively,
[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]5,000 target PSUs were awarded on March 24, 2025, of which 1,250, 1,250 and 2,500 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 1,250 target PSUs that vested on March 24, 2026 were converted into 1,306 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.

Signature

/s/ Mark Hoyla, Attorney-in-Fact for Robert S. Weaver|2026-03-26

1 file