Biard Michael 4
4 · NEXSTAR MEDIA GROUP, INC. · Filed Mar 26, 2026
Research Summary
AI-generated summary of this filing
Nexstar (NXST) President & COO Michael Biard Sells Shares
What Happened
Michael Biard, President & COO of Nexstar Media Group (NXST), had restricted equity convert to common stock on March 24, 2026 and sold 1,802 shares on March 25, 2026 for $218.53 each, netting $393,794. The conversions included vested time‑based RSUs and performance PSUs that converted at no cash cost to the reporting person; a portion of the shares were sold to cover tax withholding.
Key Details
- Transaction dates: conversions on 2026-03-24; open‑market sale on 2026-03-25. Form filed 2026-03-26 (covers 3/24 transactions). No late filing flag shown in the provided data.
- Conversions (code M): +2,500 shares from time‑based RSUs (vested); +2,007 shares from performance PSUs (result of 1,875 target PSUs vesting and converting at 107.06%). Additional derivative disposal lines reflect settlement of vested awards. All conversions reported at $0.00 per share (no cash exercise price).
- Sale (code S): 1,802 shares sold at $218.53 each for proceeds of $393,794. The filing states the sale was to cover tax withholding obligations related to the RSU/PSU settlements.
- Shares owned after transaction: not specified in the information you provided.
- Relevant footnotes: RSUs vest over anniversaries (2,500 RSUs/yr from a 7,500 award). PSUs were performance‑based (0–200% payout), and the Compensation Committee certified a 107.06% payout for the 2026 tranche. The reported sale was to satisfy tax withholding (routine).
Context
This was not a cash purchase; it was the settlement of equity awards (RSUs/PSUs) that converted into shares and a subsequent open‑market sale to cover tax withholding. Such sales to cover taxes are common and do not necessarily indicate a change in an insider’s view of the company. M = conversion/exercise of restricted units; S = sale; F (as used in the filing) indicates the sale was for tax withholding.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2]2026-03-24+2,500→ 13,508 total - Exercise/Conversion
Common Stock
[F3][F4]2026-03-24+2,007→ 15,515 total - Sale
Common Stock
[F5]2026-03-25$218.53/sh−1,802$393,794→ 13,713 total - Exercise/Conversion
Restricted Stock Units
[F1][F2]2026-03-24−2,500→ 5,000 total→ Common Stock (2,500 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-03-24−1,875→ 5,625 total→ Common Stock (2,007 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]7,500 RSUs were awarded on March 24, 2025, of which 2,500 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 200% 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]7,500 target PSUs were awarded on March 24, 2025, of which 1,875, 1,875 and 3,750 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 200% 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 107.06% of the target number of PSUs were satisfied. Thus, the 1,875 target PSUs that vested on March 24, 2026 were converted into 2,007 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.