03/26/2026 | Press release | Distributed by Public on 03/26/2026 14:34
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 03/24/2026 | M | 750 | (2) | (2) | Common Stock | 750 | $ 0 | 1,500 | D | ||||
| Restricted Stock Units | (3) | 03/24/2026 | M | 563 | (4) | (4) | Common Stock | 588(4) | $ 0 | 1,687 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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WEITMAN GARY 545 E. JOHN CARPENTER FREEWAY SUITE 700 IRVING, TX 75062 |
See Remarks | |||
| /s/ Mark Hoyla, Attorney-in-Fact for Gary Weitman | 03/26/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |
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Remarks: EVP, Chief Communications Officer |
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