Sec Form 4 Filing - COMPTON SEAN @ NEXSTAR MEDIA GROUP, INC. - 2024-06-03

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 COMPTON SEAN 2. Issuer Name and Ticker or Trading Symbol NEXSTAR MEDIA GROUP, INC. [ NXST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Networks (Last) (First) (Middle) 545 E. JOHN CARPENTER FREEWAY 3. Date of Earliest Transaction (MM/DD/YY) 06/03/2024 (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 06/03/2024 M 938 A $ 163.09 13,489 D Common Stock 06/03/2024 M 938 A $ 163.09 14,427 D Common Stock 06/04/2024 S 849 D $ 160 13,578 D

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 ( 1 ) 06/03/2024 M 938 ( 2 ) ( 3 ) Common Stock 938 $ 0 1,875 D Restricted Stock Units ( 1 ) 06/03/2024 M 938 ( 4 ) ( 3 ) Common Stock 938 $ 0 1,875 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COMPTON SEAN 545 E. JOHN CARPENTER FREEWAY IRVING, TX75062 President, Networks Signatures /s/ Mark Hoyla, Attorney-in-Fact for Sean Compton 06/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 a contingent right to receive one share of Nexstar's common stock, subject to the achievement of pre-established company performance metrics. ( 2 )3,750 RSUs were awarded on June 3, 2022, of which 937 and 938 RSUs vested on June 3, 2023 and 2024, respectively, and, 937 and 938 RSUs will vest on June 3, 2025 and 2026, respectively. ( 3 )The RSUs/PSUs have no expiration. However, any and all unvested portion of RSUs/PSUs shall be forfeited and cancelled should the awardee's employment terminate for any reason other than a company change of control. ( 4 )3,750 PSUs were awarded on June 3, 2022, of which 937 and 938 PSUs vested on June 3, 2023 and 2024, respectively, and, 937 and 938 PSUs will vest on June 3, 2025 and 2026, respectively, subject to the achievement of pre-established company performance metrics. For the 938 PSUs that vested on June 3, 2024, the Compensation Committee of Nexstar's Board of Directors performed an assessment and determined that the conditions were satisfied, thus the 938 PSUs vested in full on June 3, 2024.

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