Sec Form 4 Filing - SOOK PERRY A @ NEXSTAR MEDIA GROUP, INC. - 2024-03-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SOOK PERRY A 2. Issuer Name and Ticker or Trading Symbol NEXSTAR MEDIA GROUP, INC. [ NXST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O NEXSTAR MEDIA GROUP, INC., 545 E. JOHN CARPENTER FREEWAY, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2024 (Street) IRVING, TX75062 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/02/2024 M 26,850 A $ 163.69 614,846 D Common Stock 03/02/2024 M 53,700 A $ 163.69 668,546 D Common Stock 03/05/2024 S 31,758 D $ 158.6556 636,788 D Common Stock 03/05/2024 M 0 A $ 0 975,956 I PS Sook Ltd. ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 2 ) 03/01/2024 A 75,224 ( 3 ) ( 4 ) Common Stock 75,224 $ 0 413,874 D Restricted Stock Units ( 2 ) 03/01/2024 A 75,224 ( 5 ) ( 4 ) Common Stock 75,224 $ 0 489,098 D Restricted Stock Units ( 2 ) 03/02/2024 M 26,850 ( 6 ) ( 4 ) Common Stock 26,850 $ 0 462,248 D Restricted Stock Units ( 2 ) 03/02/2024 M 26,850 ( 7 ) ( 4 ) Common Stock 53,700 ( 7 ) $ 0 435,398 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOOK PERRY A C/O NEXSTAR MEDIA GROUP, INC. 545 E. JOHN CARPENTER FREEWAY, SUITE 700 IRVING, TX75062 X Chief Executive Officer Signatures /s/ Mark Hoyla, Attorney-in-Fact for Perry A. Sook 03/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 975,956 shares of common stock owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners. ( 2 )Each time-based restricted stock unit ("RSU") is converted into one share of Nexstar's Common Stock at the vesting date. 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. ( 3 )75,224 RSUs were awarded on March 1, 2024, of which 37,612 RSUs vest at each anniversary date of the award through March 1, 2026. ( 4 )The RSUs/PSUs have no expiration and are subject to accelerated vesting in the event of termination of the Reporting Person's employment under certain circumstances, including change in control, a reason by the Company other than for cause, or for good reason. ( 5 )75,224 target PSUs were awarded on March 1, 2024, of which 37,612 PSUs vest on March 1, 2025 and 37,612 PSUs vest on March 1, 2026, subject to the achievement of the pre-established company performance metric. The indicated number of PSUs assumes 100% vesting at target. 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 actual number of shares of common stock issued at each vesting date may be more or less than the indicated target number. ( 6 )53,700 RSUs were awarded on March 2, 2023, of which 26,850 RSUs vest at each anniversary date of the award through March 2, 2025. ( 7 )53,700 target PSUs were awarded on March 2, 2023, of which 26,850 PSUs vest on March 2, 2024 and 26,850 PSUs vest on March 2, 2025, subject to the achievement of the pre-established company performance metric. The indicated number of PSUs assumes 100% vesting at target. 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 200% of the target number of PSUs were satisfied. Thus, the target PSUs that vested on March 2, 2024 were converted into 53,700 shares of Nexstar common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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