COMPTON SEAN 4

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

AI-generated summary of this filing

Updated Mar 26, 2026

Nexstar (NXST) President Sean Compton Sells 804 Shares

What Happened

Sean Compton, President, Networks of Nexstar Media Group (NXST), had time-based RSUs and performance-based PSUs vest on March 24, 2026. The filing reports conversion/exercise entries for 1,000 RSUs and 784 PSUs (the 750 target PSUs converted at 104.54% performance into 784 shares).
To cover tax withholding tied to the vesting, the filing shows shares surrendered/withheld (reported as derivative disposals at $0) and an open-market sale of 804 shares on March 25, 2026 at $218.53 per share, generating $175,700.
This is largely a routine insider transaction tied to equity compensation vesting (not an independent purchase indicating new bullish exposure).

Key Details

Transaction dates and prices:
- 2026-03-24: RSUs and PSUs vested; 1,000 RSUs converted to 1,000 shares (M, $0.00 reported) and 750 target PSUs converted into 784 shares (M, $0.00 reported; performance multiplier 104.54%).
- 2026-03-24: Reported disposals of 1,000 and 750 shares at $0.00 (derivative disposals tied to withholding/surrender).
- 2026-03-25: Open-market sale of 804 shares at $218.53 each for $175,700.
Footnotes of note:
- F2: 3,000 RSUs awarded 3/24/2025, with 1,000 vesting each anniversary through 2028.
- F4: 3,000 target PSUs awarded 3/24/2025; 750 target PSUs vested 3/24/2026 and converted into 784 shares based on performance.
- F5: The market sale was to cover tax withholding obligations related to the March 24, 2026 vesting.
Shares owned after the transactions: not specified in the provided filing excerpt.
Filing timeliness: Form filed 2026-03-26 covering activity through 2026-03-24 (within the typical two-business-day Form 4 reporting window).

Context

The reported “M” transactions reflect conversion/exercise of restricted stock units and performance units into common stock. The zero-dollar disposals are shares surrendered/withheld (not market sales) to satisfy tax withholding.
Sales tied to tax withholding are routine and do not necessarily indicate an insider’s view on the company’s prospects.

Form 4

Period: 2026-03-24

President, Networks

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-03-24+1,000→ 16,272 total
Exercise/Conversion
Common Stock
[F3][F4]
2026-03-24+784→ 17,056 total
Sale
Common Stock
[F5]
2026-03-25$218.53/sh−804$175,700→ 16,252 total
Exercise/Conversion
Restricted Stock Units
[F1][F2]
2026-03-24−1,000→ 2,000 total
→ Common Stock (1,000 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-03-24−750→ 2,250 total
→ Common Stock (784 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]3,000 RSUs were awarded on March 24, 2025, of which 1,000 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]3,000 target PSUs were awarded on March 24, 2025, of which 750, 750 and 1,500 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 750 target PSUs that vested on March 24, 2026 were converted into 784 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 Sean Compton|2026-03-26

1 file