ZIMMER DANA 4
4 · NEXSTAR MEDIA GROUP, INC. · Filed Mar 26, 2026
Research Summary
AI-generated summary of this filing
Nexstar (NXST) President Dana Zimmer Sells Shares
What Happened
Dana Zimmer, President, Distribution & Strategy at Nexstar Media Group (NXST), had time‑based RSUs and performance PSUs vest on March 24, 2026 and converted those units into common stock (no cash exercise price). Following the vesting, Zimmer sold a total of 5,248 shares in the open market — 4,409 shares on 2026‑03‑24 at $225.50 ($994,230) and 839 shares on 2026‑03‑25 at $218.53 ($183,348) — for combined proceeds of $1,177,578. The underlying vesting conversions produced 1,000 shares from RSUs and 784 shares from PSUs (the 750 target PSUs vested and converted into 784 shares per the company’s performance determination).
Key Details
- Transaction dates and prices: 3/24/2026 — 4,409 shares sold at $225.50; 3/25/2026 — 839 shares sold at $218.53.
- Proceeds: $994,230 (3/24) + $183,348 (3/25) = $1,177,578 total.
- Vesting/conversion: 1,000 RSU shares and 784 PSU shares converted on 3/24/2026 (conversion recorded at $0 exercise price).
- Reason for sale: Footnote states shares were sold to cover tax withholding obligations related to the RSU/PSU settlement.
- Shares owned after transaction: Not specified in the Form 4 filing.
- Filing timeliness: Form 4 was filed on 2026‑03‑26 for 3/24/2026 transactions (filed within the typical two‑business‑day window).
Context
This activity reflects routine settlement of equity awards (RSUs/PSUs) and related tax‑covering sales rather than an open‑market purchase signal. For clarity: the M code entries reflect conversion/exercise of equity awards (no cash paid), and the S code entries are open‑market sales.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2]2026-03-24+1,000→ 7,201 total - Exercise/Conversion
Common Stock
[F3][F4]2026-03-24+784→ 7,985 total - Sale
Common Stock
2026-03-24$225.50/sh−4,409$994,230→ 3,576 total - Sale
Common Stock
[F5]2026-03-25$218.53/sh−839$183,348→ 2,737 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.