Form 4: Nexstar Media Executive Dana Zimmer Reports Routine Stock Transactions Following RSU and PSU Vesting

Nexstar Media Group's President of Distribution & Strategy, Dana Zimmer, reported the vesting of restricted and performance stock units and a subsequent sale of shares to cover tax obligations.

Summary

• Dana Zimmer, President, Distribution & Strategy at Nexstar Media Group, Inc. (NXST), reported changes in her beneficial ownership of company stock.
• On June 14, 2025, 937 time-based Restricted Stock Units (RSUs) and 937 performance-based Restricted Stock Units (PSUs) vested.
• These RSUs and PSUs were part of an award granted on June 14, 2023.
• The vesting of the 937 PSUs on June 14, 2025, was contingent on the achievement of pre-established company performance metrics, which the Compensation Committee of Nexstar's Board of Directors assessed and determined were satisfied.
• Following the vesting, Ms. Zimmer acquired 937 shares of common stock from the RSU conversion and 937 shares from the PSU conversion, both at a price of $0.
• On June 17, 2025, Ms. Zimmer sold 889 shares of common stock at a price of $165.2496 per share.
• This sale was conducted to cover tax withholding obligations associated with the settlement of the RSUs and PSUs that vested on June 14, 2025.
• After these transactions, Ms. Zimmer directly beneficially owns 6,201 shares of common stock.
• Additionally, Ms. Zimmer holds 1,875 unvested RSUs and 1,875 unvested PSUs, which will vest in future installments.

Sentiment

Score: 5

Explanation: The document reports routine insider transactions related to executive compensation (vesting and tax-related sale). There are no significant positive or negative implications for the company's financial health or strategic direction, making the sentiment neutral.

Positives

• The Compensation Committee confirmed that pre-established company performance metrics were satisfied for the vesting of 937 performance-based Restricted Stock Units (PSUs), indicating the company met its targets.

Negatives

• The sale of 889 shares by an insider, even for tax purposes, reduces their direct ownership in the company.

Risks

• Any and all unvested portions of RSUs and PSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control.

Future Outlook

Dana Zimmer has remaining unvested RSUs and PSUs from the June 14, 2023 award, with future vesting dates scheduled for June 14, 2026 (938 RSUs and 938 PSUs) and June 14, 2027 (937 RSUs and 937 PSUs). The vesting of PSUs remains subject to the achievement of pre-established company performance metrics.

Management Comments

• Dana Zimmer holds the position of President, Distribution & Strategy at Nexstar Media Group, Inc.

Industry Context

This Form 4 filing reflects a routine executive compensation event within the media industry, where stock-based awards like RSUs and PSUs are common incentives tied to employee retention and company performance. The sale of shares to cover tax obligations upon vesting is a standard practice for executives receiving such compensation.

Stakeholder Impact

• Shareholders: Minor, routine impact as it reflects standard executive compensation and tax-related share sales, not a change in company fundamentals or strategy.
• Employees: No direct impact beyond the reporting person's compensation.

Next Steps

• Future vesting of 938 RSUs and 938 PSUs on June 14, 2026.
• Future vesting of 937 RSUs and 937 PSUs on June 14, 2027.

Key Dates

Keywords

Nexstar Media Group, NXST, Form 4, Insider Transaction, Restricted Stock Units, RSU, Performance Stock Units, PSU, Executive Compensation, Stock Vesting, Tax Withholding, Beneficial Ownership