DEF 14A of Nexstar Media Group, Inc., Apr 30, 2026

DEF 14A of Nexstar Media Group, Inc.

Filed Apr 30, 2026 · FY20250001142417-26-000016

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Our Board Nominees

    Our Board Nominees

  3. Our Board Nominees

    | | | | | Board Committee Memberships | | | | Director Nominee | Age | Director Since | Independence | Audit | Compensation | Nominating and Governance | | Perry A. Sook Chairman and CEO, Nexstar | 68 | 1996 | | | | | | Geoff Armstrong Former CFO, AMFM | 68 | 2003 | Independent | Chair | | | | Bernadette S. Aulestia Former President, Global Distribution, HBO | 53 | 2021 | Independent | | ● | | | Jay M. Grossman Chair, ABRY Partners, LLC | 66 | 1997 | Independent | | Chair | | | Ellen Johnson Former CFO, Interpublic Group | 60 | 2024 | Independent | ● | | | | C. Thomas McMillen Partner, Moran Global Strategies | 73 | 2014 | Independent | | | ● | | Lisbeth McNabb Former CFO and COO, Linux Foundation | 65 | 2006 | Independent | ● | | ● | | John R. Muse Investor and Former Board Member, Media General | 75 | 2017 | Independent | | | Chair | | Tony Wells Former Chief Media Officer, Verizon | 61 | 2023 | Independent | | ● | |

  4. Our Board Nominees

    | Nexstar Media Group, Inc. | 9 | 2026 Proxy Statement |

  5. Board Nominee Background and Experience

    Board Nominee Background and Experience The following table provides information regarding our Board nominees as of April 30, 2026, including certain types of knowledge, skills, and business experiences, which our Board believes are relevant to our business and industry.

  6. Board Nominee Background and Experience

    | | Sook | Armstrong | Aulestia | Grossman | Johnson | McMillen | McNabb | Muse | Wells | | Public Company | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Industry | ● | ● | ● | ● | ● | | ● | ● | ● | | Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Operations | ● | ● | ● | | | | ● | ● | ● | | Regulatory/Legal | ● | ● | | | | | | | | | Financial | ● | ● | ● | ● | ● | | ● | ● | | | M&A | ● | ● | | ● | ● | ● | ● | ● | | | Information Technology | ● | ● | | | ● | ● | ● | | | | Environmental | ● | ● | | | ● | ● | | | ● |

  7. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 10 | 2026 Proxy Statement |

  8. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Perry A. Sook Chairman and Chief Executive Officer of Nexstar Media Group, Inc. Age: 68 Tenure: 30 years Status: Chairman and CEO Committee: None | Mr. Sook’s qualifications to serve on Nexstar’s Board of Directors include his demonstrated leadership skills and extensive operating executive experience in building Nexstar from its founding to $8.1 billion of net revenue for the last eight quarters ending December 31, 2025 annualized on a pro forma basis for the acquisition of TEGNA Inc. He is highly experienced in driving operational excellence, innovating new strategies, and attaining financial objectives under a variety of economic and competitive conditions. Professional Experience • Chairman and Chief Executive Officer of Nexstar since its inception in 1996 • Over 45 years of professional experience in broadcasting covering all facets of the business, including ownership and M&A, management, sales, on-air talent and news • Founded Nexstar with one local television station in Scranton, PA and led its growth into the leading diversified media company and the largest local television broadcaster in the United States it is today Other Current Public Company Boards • None Other Board Experience • Board Member of the National Association of Broadcasters (non-profit) • Director at Broadcasters Foundation of America (non-profit) |

  9. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 11 | 2026 Proxy Statement |

  10. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Geoff Armstrong Former Chief Financial Officer of AMFM Age: 68 Tenure: 23 years Status: Independent Committee: Chair, Audit | Mr. Armstrong’s qualifications to serve on Nexstar’s Board of Directors include his extensive experience as the Chief Financial and Chief Operating Officer in the broadcast and communications industry, as well as a board member of other publicly traded companies. His service on the boards of other public companies allows him to offer a broad perspective on corporate governance, risk management and operating issues facing corporations today. Professional Experience • 2000 - Present: Chief Executive Officer, 310 Partners, a private investment firm • 1999 - 2000: Chief Financial Officer, AMFM, Inc. an NYSE publicly traded company • 1998 - 1999: Director and Chief Operating Officer, Capstar Broadcasting Corporation which merged with AMFM in 1999 • Prior: Founder of SFX Broadcasting which went public in 1993 and subsequently served as CFO, COO and a director until the company was sold in 1998 to AMFM Other Current Public Company Boards • Urban One, Inc. (NASDAQ: UONE), largest diversified media company that primarily targets Black Americans and urban consumers in the United States – Director (2021 - Present and 2001 - 2020) – Chair of the Audit Committee (2021 - Present and 2002 - 2020) |

  11. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 12 | 2026 Proxy Statement |

  12. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Bernadette S. Aulestia Former President, Global Distribution at HBO Age: 53 Tenure: 5 years Status: Independent Committee: Compensation | Ms. Aulestia’s qualifications to serve on Nexstar’s Board of Directors include her extensive experience as an executive in content and digital businesses which enables her to provide valuable advice on strategic and business matters as it relates to the Company’s own content and digital operations and growth plans. Her service on the boards of other public and private companies allows her to offer a broad perspective on corporate governance, risk management and operating issues facing corporations today. Professional Experience • 2022: Advisor and Chief Revenue and Growth Officer, Callisto Media (private), a technology and media company which leverages audience data to create high-quality content at scale • 2009 – 2019: President, Global Distribution, HBO (2018 – 2019), the premium programming subsidiary of WarnerMedia, and various positions of increasing seniority at HBO (prior to 2018) • Prior: Various positions at Univision Communications, Turner Broadcasting Systems and Kidder Peabody Other Current Public Company Boards • None Other Board Experience • Candoo Tech (private), a monthly subscription-based technical customer support service for aging adults and planned communities – Director (since 2021) • Denny’s Corporation (NASDAQ: DENN until January 2026 when Denny’s went private), one of America’s largest full-service restaurant chains – Director (2018 - January 2026) – Chair of Corporate Governance & Nominating Committee • National CineMedia, Inc. (NASDAQ: NCMI), the largest cinema advertising platform in the U.S. – Director (2023 - 2025) – Chair of the Nominating and Governance Committee |

  13. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 13 | 2026 Proxy Statement |

  14. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Jay M. Grossman Chair, ABRY Partners, LLC Age: 66 Tenure: 29 years Status: Independent Committee: Chair, Compensation | Mr. Grossman’s qualifications to serve on Nexstar’s Board of Directors include his long-term experience with Nexstar and his extensive experience in investing in media and communications companies enabling him to provide meaningful insight and guidance to the Company and the Board as Nexstar executes on its growth plan. Professional Experience • 1996 – Current: Chair and Former Managing Partner and Co-Chief Executive Officer of ABRY Partners, LLC (“ABRY”), a private equity fund focused on media, communications, business and information services – ABRY helped found Nexstar alongside Perry Sook in 1996 and fully exited its ownership position in the Company in 2013 Other Current Public Company Boards • KORE Group Holdings (NYSE:KORE), a relationship-focused promotional marketing agency providing “internet-of-things” and IT solutions – Director (since 2023) Other Board Experience • Served on the board of directors of a wide variety of private companies including Atlantic Broadband, Caprock Communications, Consolidated Theaters, Cyrus One Networks, Donuts, Executive Health Resources, Grande Communications, Hosted Solutions, Monitronics International, Q9 Networks, RCN Telecom Services, Sidera Networks and WideOpenWest Holdings |

  15. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 14 | 2026 Proxy Statement |

  16. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Ellen Johnson Former Chief Financial Officer of The Interpublic Group of Companies, Inc. Age: 60 Tenure: 2 years Status: Independent Committee: Audit | Ms. Johnson’s qualifications to serve on Nexstar’s Board of Directors include her extensive leadership experience in accounting, corporate finance and information technology as well as experience in the marketing and advertising industry. Her experience as the Chief Financial Officer of a publicly traded company provides valuable perspective related to corporate governance, risk management and operating issues. Professional Experience • 2026 – Present: Advisor in Residence, EY Center for Executive Leadership (part time) • 2020 – 2025: Executive Vice President, Chief Financial Officer, The Interpublic Group of Companies, Inc. (NYSE: IPG) (“IPG”), a values-based, data-fueled and creatively-driven provider of marketing solutions – Oversees global finance, information technology and investor relations – Executive sponsor of ESG programs related to climate action, social programs and governance • 2004 – 2020: Senior Vice President, Finance and Treasurer, IPG |

  17. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 15 | 2026 Proxy Statement |

  18. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | C. Thomas McMillen Partner at Moran Global Strategies Age: 73 Tenure: 12 years Status: Independent Committee: Nominating and Corporate Governance | Mr. McMillen’s qualifications to serve on Nexstar’s Board of Directors include his long-tenured political, business and sports experience and leadership. During his career, he has been an active investor, principal and board member in companies in a range of industries relevant to Nexstar’s business including broadcasting, cellular, environmental technology, real estate and insurance industries, among others. Professional Experience • 2024 – Present: Partner, Moran Global Strategies, a government relations services firm • 2015 – 2024: President and Chief Executive Officer, LEAD1 Association (formerly the DIA Athletic Directors Association) • 2005 – 2014: CEO and Chairman of the Board, Timios National Corporation (“Timios”) (formerly Homeland Security Capital Corporation) (2011 – 2014) and President (2005 – 2011) • 1987 – 1993: Member of the U.S. House of Representatives representing the 4th Congressional District of Maryland, serving three consecutive terms Other Current Public Company Boards • Castellum, Inc. (NYSE: CTM), a technology company focused on leveraging the power of information technology to help solve national security challenges – Director (since 2022) Other Board Experience • ScanTech AI Systems, Inc. (NASDAQ: STAI) – Director (2025) • RCS Capital Corporation – Director (2013 - 2016) |

  19. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 16 | 2026 Proxy Statement |

  20. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Lisbeth McNabb Former Chief Financial Officer and Chief Operating Officer of Linux Foundation Age: 65 Tenure: 20 years Status: Independent Committees: Audit and Nominating and Corporate Governance | Ms. McNabb’s qualifications to serve on Nexstar’s Board of Directors include her leadership skills in entrepreneurial and executive roles in media, digital and technology companies. She is an expert at driving finance, strategy, operations, data analytics and revenue strategies at the high growth stage. Professional Experience • 2023 – Present: Operating Partner, Springcoast Capital Partners, a growth equity firm focused on market-leading software and technology companies • 2018 – 2020: Chief Financial Officer and Chief Operating Officer, Linux Foundation, an open-source technology consortium Other Board Experience • ABB E-Mobility (private), global leader in electric vehicle charging solutions – Director and Chair of the Audit and Sustainability Committee (since 2023) • Acronis (private), a global leader in cybersecurity and data protection – Director and Chair of the Audit Committee (2021 - 2025) • Zoomcar (private), the largest car-sharing platform, headquartered in Bangalore, India – Director (2022 - 2023) • NeoGames (NASDAQ: NGMS), a global provider of iLottery solutions for national and state-regulated lotteries – Director and Chair of Audit, and Member of the Audit, Nominating and Governance and Compensation committees (2021 - 2023) |

  21. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 17 | 2026 Proxy Statement |

  22. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | John R. Muse Investor and Former Board Member of Media General Age: 75 Tenure: 9 years Status: Independent Committee: Chair, Nominating and Corporate Governance | Mr. Muse has more than 35 years of experience in private equity. His qualifications to serve on Nexstar’s Board of Directors include his investing, financial and leadership skills in entrepreneurial and executive roles in a wide range of industries in which he has invested directly and indirectly. Professional Experience • 2017 – Present: Principal, Muse Family Enterprises • 1989 – 2013: CEO, Hicks, Muse, Tate & Furst, a private equity firm Other Board Experience • Lucchese, Inc. (private), a boot company – Chairman (since 2015) • Free Flow Wines (private), a leading packaging and logistics company serving the wine on tap segment – Chairman (since 2017) • Media General, Inc. (previously publicly traded), a television broadcasting company acquired by Nexstar – Director (2014 - 2017) |

  23. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 18 | 2026 Proxy Statement |

  24. Board Nominee Background and Experience

    | DIRECTOR NOMINEES | | | | Biographical Information | | Tony Wells Former Chief Media Officer, Verizon Age: 61 Tenure: 3 years Status: Independent Committee: Compensation | Mr. Wells’ qualifications to serve on Nexstar’s Board of Directors include his deep knowledge of the national and local advertising landscape, digital marketing, as well as his experience and insights working within large enterprises in key advertising verticals like automotive, financial services and telecommunications. Professional Experience • 2024 – Present: Venture Partner, Copper Sky Capital (formerly AZ-VC), Arizona’s largest venture capital fund • 2021 – 2023: Chief Media Officer, Verizon Communications Inc. (NSYE: VZ) • 2017 – 2021: Chief Brand Officer, USAA and several senior marketing roles • 2007 – 2017: Chief Marketing Officer, 24 Hour Fitness, ADT Security and Schneider Electric NA Other Current Public Company Boards • Yelp Inc. (NYSE: YELP), a community-driven platform that connects people with local businesses – Director (since 2020) – Member of the Compensation Committee • Amalgamated Financial Corp. (NASDAQ: AMAL), a leader in commercial collections – Director (since 2025) – Member of the Compensation and Nominating and Corporate Governance Committees Other Board Experience • TripleLift, a private equity-owned programmatic advertising company – Director (since 2023) • Association of National Advertisers – Director (2020 – 2023) |

  25. Board Nominee Background and Experience

    | Nexstar Media Group, Inc. | 19 | 2026 Proxy Statement |

  26. INCENTIVE PLAN PROPOSAL

    INCENTIVE PLAN PROPOSAL

  27. APPROVAL OF THE 2026 LONG-TERM OMNIBUS INCENTIVE PLAN

    APPROVAL OF THE 2026 LONG-TERM OMNIBUS INCENTIVE PLAN

  28. Key Data Related to Outstanding Equity Awards and Shares Available

    Key Data Related to Outstanding Equity Awards and Shares Available The following table provides certain additional information regarding awards outstanding and unvested under the Company’s existing equity compensation plan as of April 20, 2026 (1).

  29. Key Data Related to Outstanding Equity Awards and Shares Available

    | Unvested time-based restricted stock units (2) | 1,053,594 | | Unvested performance-based restricted stock units at target | 238,365 | | Total outstanding and unvested awards | 1,291,959 | | Total Number of Shares Available for Issuance under the Prior Plan (3) | 202,174 |

  30. Key Data Related to Outstanding Equity Awards and Shares Available

    (1) The Company did not have any stock options or stock appreciation rights outstanding as of April 20, 2026. (2) Includes 163,870 time-based restricted stock units issued to employees of TEGNA Inc. (“TEGNA”) assumed by Nexstar upon closing of its acquisition of TEGNA on March 19, 2026. (3) Reflects Shares available for future issuance under the 2019 Plan only, as no future awards may be granted under the 2015 Plan. The 2019 Plan was our only active equity compensation plan as of April 20, 2026. The Board of Directors approved the 2026 Plan based, in part, on a belief that the number of shares currently available under the 2019 Plan does not give the Company sufficient authority and flexibility to adequately provide for future incentives. As of April 20, 2026, the Company had 30,538,965 shares of Common Stock outstanding. For additional information regarding equity-based awards previously granted under the Prior Plan, please see Note 13 to our consolidated financial statements filed with our Form 10-K for the fiscal year ended December 31, 2025.

  31. Key Data Related to Outstanding Equity Awards and Shares Available

    | Nexstar Media Group, Inc. | 22 | 2026 Proxy Statement |

  32. Equity Use

    | Year | Total number of shares of common stock subject to equity awards outstanding | Number of shares available for future grants | Total number of shares of common stock outstanding | Overhang | | 2023 | 1,232,959 | 1,562,447 | 33,600,926 | 8.3% | | 2024 | 1,041,225 | 1,038,721 | 30,621,241 | 6.8% | | 2025 | 950,297 | 664,860 | 30,327,669 | 5.3% | | Average | 1,074,827 | 1,088,676 | 31,516,612 | 6.9% |

  33. Key Features of the 2026 Plan

    Key Features of the 2026 Plan • No evergreen or automatic reload provision for the share reserve; • No liberal change in control definition; • “Double-trigger” provisions for the acceleration of vesting of outstanding equity awards following a change in control of the Company in which awards are not assumed or substituted by a successor entity; • Awards are subject to any clawback or recoupment policy adopted by the Company or required by applicable law or regulation; • No re-pricing of stock options or stock appreciation rights without stockholder approval; • Meaningful annual limits on total director compensation; • No granting of stock options and SARs with a per share exercise price of less than 100% of the fair market value of a share of Common Stock on the date of grant; • No liberal share recycling for stock option awards or SARs; • No payment of dividends or dividend equivalents until the underlying award is vested; and • No “golden parachute” gross ups.

  34. Summary of the Material Terms of the 2026 Plan

    Summary of the Material Terms of the 2026 Plan The following is a summary of the material terms of the 2026 Plan, and is qualified in its entirety by reference to the 2026 Plan included as Appendix A to this proxy statement, which is incorporated by reference into this Proposal 4. Purpose The purpose of the 2026 Plan is to promote the long-term growth and profitability of the Company and its subsidiaries by (i) providing certain directors, employees and consultants who perform services for, or to whom an offer of employment has been extended by, the Company and its subsidiaries with incentives to maximize stockholder value and otherwise contribute to the long-term success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of responsibility. Awards The 2026 Plan provides for the grant of the following types of awards (each, an “Award”): (i) stock options (in the form of either incentive stock options, within the meaning of Section 422 of the Code (“ISOs”) or non-qualified stock options (“NSOs”)), (ii) stock appreciation rights (“SARs”), (iii) restricted stock, (iv) restricted stock units (“RSUs”), (v) performance awards and (vi) cash awards. Securities Offered The number of shares of our Common Stock available for Awards under the 2026 Plan will initially equal (i) 2,300,000 Shares plus (ii) any shares of Common Stock that are available for future grants under the 2019 Plan as of the effective date of the 2026 Plan. As of April 20, 2026, 202,174 Shares were available for future grants under the 2019 Plan, though the final number is subject to change due to awards granted, vesting, forfeitures, or settlement activity between the measurement date and approval date. No more than 2,300,000 Shares may be issued pursuant to ISOs under the 2026 Plan. The foregoing limits are subject to adjustment in accordance with

  35. Summary of the Material Terms of the 2026 Plan

    the capitalization adjustment provisions and share recycling provisions included in the 2026 Plan and described herein. Any Shares subject to an Award granted under the 2026 Plan or an award granted under a Prior Plan, in each case, that expires or is canceled, forfeited or otherwise terminated without issuance of the full number of Shares to which such award relates, and any Shares delivered or withheld to satisfy any tax withholding obligations with respect to any award other than a stock option or a SAR, in each case, will again be available for issuance or delivery pursuant to other Awards under the 2026 Plan. The following Shares will not be available for issuance or delivery pursuant to other Awards under the 2026 Plan: (i) Shares tendered in payment of the purchase price of an option under the 2026 Plan or the Prior Plan, (ii) Shares tendered to satisfy any tax withholding obligations with respect to any grant of Options or SARs under the Plan or the Prior Plan, (iii) Shares subject to a SAR under the Plan or the Prior Plan, that are not issued in connection with its stock settlement on exercise thereof, and (iv) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of options under the Plan or the Prior Plan. As of the April 20, 2026 the market price per share of Common Stock was $205.46. Administration The 2026 Plan is administered by the Compensation Committee (the “Committee”). The Committee has broad discretion to administer the 2026 Plan, including, but not limited to, the power to determine the eligible individuals to whom Awards will be granted, the number and type of Awards to be granted and the terms and conditions of Awards. The Committee may also accelerate the vesting or exercise of any Award and make all other determinations and take all other actions necessary or advisable for the administration of the 2026 Plan. Eligibility Directors (including non-employee directors), officers (including non-employee officers) and employees of, and other individuals performing services for, or to whom an offer of employment has been extended by, the Company and its subsidiaries are eligible to receive Awards under the 2026 Plan. The Committee in its sole discretion selects eligible individuals to participate in the 2026 Plan. As of April 20, 2026, the Company and its affiliates had 502 employees and 8 directors who would be eligible to participate in the 2026 Plan. Non-Employee Director Compensation Limits Under the 2026 Plan, in a single calendar year, a non-employee director may not be granted Awards for such individual’s service on our board of directors having a value in excess of $750,000. Minimum Vesting Schedule The 2026 Plan provides that a vesting period of at least one year will apply to all Awards (other than cash Awards) issued under the 2026 Plan, except that up to 5% of the shares reserved for issuance under the 2026 Plan may be issued pursuant to Awards that do not comply with such minimum one-year vesting period. Notwithstanding the foregoing, the Committee has authority to waive vesting requirements. Types of Awards Options. We may grant options to eligible individuals under the 2026 Plan, except that ISOs may only be granted to individuals who are our employees or employees of one of our parents or subsidiaries, in accordance with Section 422 of the Code. The exercise price of an option cannot be less than 100% of the fair market value of a share of our Common Stock on the date on which the option is granted, and the option must not be exercisable for longer than ten years following the date of grant. However, in the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our equity securities, the exercise price of the option must be at least 110% of the fair market value of a share of common stock on the date of grant, and the option must not be exercisable for longer than five years from the date of grant. The

  36. Summary of the Material Terms of the 2026 Plan

    consideration for the grant of options is generally the participant’s service to the Company or its subsidiaries and the exercise price payable upon exercise. Under the 2026 Plan, unless otherwise provided in an Award agreement, vested options generally (i) remain exercisable for 90 days following a termination of service other than for Cause or due to the participants death or Disability, (ii) are forfeited upon a termination for Cause; and (iii) in the event of death or Disability, remain exercisable until their stated expiration date, subject to applicable tax rules for ISOs. The Committee has the discretion to determine other terms and conditions of an option Award. SARs. A SAR is the right to receive an amount equal to the excess of the fair market value of one share of our Common Stock on the date of exercise over the grant price of the SAR. The grant price of a SAR cannot be less than 100% of the fair market value of a share of our Common Stock on the date on which the SAR is granted. The term of a SAR may not exceed ten years. SARs may be granted in connection with, or independent of, other Awards. SARs granted independently will be exercised automatically on the last day prior to expiration if in-the-money. The Committee has the discretion to determine other terms and conditions of a SAR Award. Restricted Stock Awards. A restricted stock Award is a grant of shares of our Common Stock subject to certain restrictions on transferability and risk of forfeiture as determined by the Committee. Unless otherwise determined by the Committee, the holder of a restricted stock Award will not have any rights of a stockholder during the applicable restricted period. However, the Committee may determine on what terms and conditions the participant may be entitled to dividends payable on the shares of restricted stock, provided that any dividends payable with respect to an Award of restricted stock will be payable to the participant only if and when the underlying Award vests, and any dividends payable with respect to Awards of restricted stock that do not vest will be forfeited. The Committee has the discretion to determine other terms and conditions of a restricted stock Award. Restricted Stock Units. An RSU is a right to receive cash, Shares or other consideration as determined by the Committee, subject to certain vesting conditions and other restrictions, equal to the fair market value of one Share on the date of vesting. RSUs may be subject to certain restrictions, including, without limitation, a risk of forfeiture, as determined by the Committee. The Committee may determine that a grant of RSUs will provide a participant a right to receive dividend equivalents, which entitles the participant to receive the equivalent value (in cash or Shares) of dividends paid on the underlying Shares, provided that any dividend equivalents payable with respect to an award of RSUs will be payable to the participant only if and when the underlying Award vests, and any dividend equivalents payable with respect to awards of RSUs that do not vest will be forfeited. The Committee has the discretion to determine other terms and conditions of an RSU Award. Performance Awards. A performance award is an Award that vests and/or becomes exercisable or distributable subject to the achievement of certain performance goals during a specified performance period, as established by the Committee. Performance awards may be granted alone or in addition to other Awards under the 2026 Plan, and may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Committee. The Committee has the discretion to determine other terms and conditions of a performance award. Cash Awards. Cash awards may be granted under the 2026 Plan in such amounts, on such terms and conditions, and for such consideration as the Committee will determine in its sole discretion. Certain Transactions In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, extraordinary cash dividend, or any other change in the corporate structure or shares of the Company, appropriate adjustments will be made by the Committee to the number and kind of Shares available for issuance under the 2026 Plan, the number and kind of Shares subject to Awards granted under the 2026 Plan and/or the exercise price of outstanding options and SARs issued under the 2026 Plan.

  37. Summary of the Material Terms of the 2026 Plan

    In the event of a “change in control” of the Company (as defined in the 2026 Plan) in which the surviving entity assumes or substitutes outstanding Awards on the same terms and conditions as the original Awards, such Awards that are assumed or substituted shall not vest solely as a result of the occurrence of the change in control. However, unless provided otherwise by the Committee in the applicable Award agreement, if, within 24 months following a change in control, a participant’s service or employment is terminated by the surviving entity without “cause” or the participant resigns with “good reason” (each, as defined in the 2026 Plan), any outstanding Awards or substitute awards will become immediately vested and exercisable (as applicable), with performance awards vesting based on actual performance achievement as of the date of such change in control. Unless otherwise provided by the Committee in an Award agreement or set forth in a participant’s employment or service or similar agreement, in the event of a change in control of the Company in which outstanding Awards are not assumed or substituted by the surviving entity, any such Awards will become immediately vested and exercisable, as applicable, with performance-based Awards vesting based on actual performance achievement as of the date of such change in control. The 2026 Plan also authorizes the Committee discretion to cancel options and SARs in connection with certain transactions in exchange for property (including cash) equal to intrinsic value (or for no consideration if the option is underwater relative to transaction consideration). Clawback All Awards granted under the 2026 Plan are subject to clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance with any Company clawback or similar policy or any applicable law related to such actions. Amendment and Termination Our board of directors or the Committee may at any time amend or terminate the 2026 Plan, provided that the rights of a participant granted an Award prior to such amendment, suspension nor termination may not be materially impaired without such participant’s consent. In addition, stockholder approval will be required for any amendment to the extent necessary to comply with applicable law or applicable exchange listing standards. Without the approval of our stockholders, the Committee will not reprice, adjust or amend the exercise price of any options or the grant price of any SAR previously awarded, whether through amendment, cancellation and replacement grant or any other means, except in connection with a stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares, issuance of warrants or other rights or other similar corporate transaction or event that affects shares of our Common Stock, in order to prevent dilution or enlargement of the benefits, or potential benefits intended to be provided under the 2026 Plan. The 2026 Plan will remain in effect for a period of ten years (unless earlier terminated in accordance with its terms).

  38. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table provides certain information with respect to the Prior Plan as of December 31, 2025, the only equity compensation plan in effect as of such date.

  39. Equity Compensation Plan Information

    | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (#) | | Equity compensation plans approved by security holders(1)(2) | 950,297 | – | 664,860 | | Equity compensation plans not approved by security holders | – | – | – | | Total | 950,297 | – | 664,860 |

  40. Equity Compensation Plan Information

    | Nexstar Media Group, Inc. | 29 | 2026 Proxy Statement |

  41. Equity Compensation Plan Information

    The 950,297 securities to be issued consist of time-based and performance-based restricted stock units under the 2019 Plan. For additional information regarding equity-based awards previously granted under the Prior Plan, please see Note 13 to our consolidated financial statements filed with our Form 10-K for the fiscal year ended December 31, 2025. (2) Excludes 163,870 (on an as-converted basis, converting the right to receive TEGNA shares into the right to receive Nexstar shares at a predetermined exchange ratio) time-based restricted stock units issued by TEGNA and assumed by Nexstar upon the closing of its acquisition of TEGNA on March 19, 2026.

  42. Compensation of Directors

    Compensation of Directors

  43. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth information concerning compensation to each of our independent directors during the year ended December 31, 2025:

  44. 2025 Director Compensation Table

    | | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Geoff Armstrong | 127,500 | 191,008 | 318,508 | | Bernadette S. Aulestia | 110,000 | 191,008 | 301,008 | | Dennis J. FitzSimons(3) | 28,750 | — | 28,750 | | Jay M. Grossman | 120,000 | 191,008 | 311,008 | | Ellen Johnson | 115,000 | 191,008 | 306,008 | | C. Thomas McMillen | 110,000 | 191,008 | 301,008 | | Lisbeth McNabb | 120,000 | 191,008 | 311,008 | | John R. Muse | 117,500 | 191,008 | 308,508 | | Tony Wells | 110,000 | 191,008 | 301,008 |

  45. 2025 Director Compensation Table

    (1) Represents the grant date fair value of time-based restricted stock units (“RSUs”) awarded to each director in 2025 computed in accordance with FASB Accounting Standards Codification Topic 718. See the Notes to the Company’s Consolidated Financial Statements in our 2025 Form 10-K for a discussion of the assumptions made in the valuation of these awards. (2) The following RSUs granted to each director in 2025, which also represented each director’s unvested stock awards as of December 31, 2025, vested in full on March 24, 2026 (in shares):

  46. 2025 Director Compensation Table

    | | Unvested Stock Awards | | Geoff Armstrong | 1,123 | | Bernadette S. Aulestia | 1,123 | | Jay M. Grossman | 1,123 | | Ellen Johnson | 1,123 | | C. Thomas McMillen | 1,123 | | Lisbeth McNabb | 1,123 | | John R. Muse | 1,123 | | Tony Wells | 1,123 |

  47. 2025 Director Compensation Table

    Represents the pro-rated fees earned or paid in cash to Mr. FitzSimons in respect to his service on the Board during 2025 prior to his retirement in June 2025. As a result of Mr. FitzSimons retirement on June 17, 2025, all of his unvested awards were also forfeited.

  48. 2025 Director Compensation Table

    | Nexstar Media Group, Inc. | 38 | 2026 Proxy Statement |

  49. Compensation Philosophy and Objectives

    | | What we do: | | What we don't do: | | | Pay for performance and pay for sustained performance over multi-year performance periods | ✘ | Guarantee increases to base salaries under employment contracts with Named Executive Officers | | | Establish challenging performance metrics and goals | ✘ | Guarantee annual bonuses, except in special instances such as recruiting external talent | | | Ensure substantial percentage of pay is at-risk of forfeiture by performance achievement and/or continued service to the Company | ✘ ✘ ✘ ✘ | Provide excessive perquisites Pay dividends on equity-based awards before vesting Provide gross-ups for severance or change of control payments Reprice stock options without stockholder approval (Company has no stock options outstanding and does not currently intend to grant new awards of stock options or similar instruments) | | | Utilize an independent compensation consultant | | | | | Cap performance-based incentive payouts at a maximum percentage of base salary | | | | | Enforce robust stock ownership guidelines for our Chief Executive Officer, our other executives, and our non-employee directors(1) | | | | | Evaluate officer compensation levels against a peer group of similarly situated media and broadcasting companies | | | | | Prohibit hedging transactions by directors, officers, other employees(2) | | | | | Recoup incentive-based compensation that was erroneously received based on any financial restatement(3) | | |

  50. Role of Compensation Consultant in Compensation Decisions

    Role of Compensation Consultant in Compensation Decisions The Compensation Committee has retained Meridian as its independent compensation consultant to provide advice to and assist the Compensation Committee in designing and administering the structure and mechanics of the Company’s executive compensation program. Meridian also offers guidance to the Compensation Committee on other matters related to officer and director compensation and corporate governance.

  51. Role of Compensation Consultant in Compensation Decisions

    | Nexstar Media Group, Inc. | 44 | 2026 Proxy Statement |

  52. Role of Compensation Consultant in Compensation Decisions

    Meridian reports directly and exclusively to the Compensation Committee. The Compensation Committee generally reviews and considers information and recommendations provided by Meridian, but the Compensation Committee makes all compensation-related decisions. While Meridian typically works only with the Compensation Committee, the Compensation Committee retains the discretion to allow Meridian to work directly with management in preparing or reviewing materials for the Compensation Committee’s consideration. During 2025, after taking into consideration the factors listed in Section IM-5605-5(d)(3)(D) of the NASDAQ Listing Rules, the Compensation Committee concluded that neither it nor the Company has any conflicts of interest with Meridian, and that Meridian is independent from management. Other than Meridian, no other compensation consultants provided services to the Compensation Committee during 2025.

  53. Defining the Market—Benchmarking

    Defining the Market—Benchmarking Benchmarking review provides a foundation for ensuring that our executive compensation levels remain competitive in relation to the peer group and is generally refreshed prior to the hiring or replacement of an executive officer or when an existing officer’s employment contract is renewed or as frequently as significant changes in the peer group warrant. One of the primary objectives of the Company’s executive compensation program is to provide compensation near the median market pay level based on our benchmarking review of peer group companies, subject to Company results and individual contribution. Such benchmarking is useful because we recognize that our compensation practices must be competitive in the media industry. By targeting Named Executive Officer compensation to the compensation practices of the Company’s peer group, the Company enhances its ability to attract and retain talented and highly qualified executives, which is fundamental to the Company’s growth and delivery of value to its stockholders. In addition, peer group information is one of the many factors we consider in assessing the reasonableness of compensation of our Named Executive Officers. In making compensation decisions for our Named Executive Officers in 2025, the “peer group” is comprised of the following companies (the “2025 Peer Group”):

  54. Peer Group Companies

    Peer Group Companies

  55. Peer Group Companies

    | Charter Communications, Inc. (1) | Paramount Skydance | | Comcast Corporation (1) | Roku, Inc. | | Fox Corporation | Sinclair, Inc. | | Gray Media, Inc.(2) | SiriusXM Holdings Inc. | | iHeartMedia, Inc.(2) | The Walt Disney Company (1) | | News Corp. (2) | Versant Media Group, Inc. (1) | | Omnicom Group, Inc. | Warner Bros. Discovery, Inc. (2) |

  56. Peer Group Companies

    (1) Included for purposes of any TSR calculations in connection with PSU awards referencing the “peer group” list in this proxy statement, only. Not considered for purposes of benchmarking NEO compensation. (2) Included for purposes of benchmarking NEO compensation only. Not included for purposes of any TSR calculations in connection with PSU awards referencing the “peer group” list in this proxy statement.

  57. 2025 Peer Group Selection

    2025 Peer Group Selection We selected our 2025 Peer Group based on a number of factors with the primary factor being whether a company has business similarities to Nexstar. Secondary factors included the size of the company, its capital structure and whether or not it pays a dividend. In addition, we sought to maintain a large enough group of comparable companies to provide meaningful information. Because Nexstar has increased its scale over the years through acquisitions, many of its traditional local broadcasting peers such as Gray Media, Inc., Sinclair, Inc., TEGNA Inc. (acquired by Nexstar on March 19, 2026), The E.W. Scripps Company, were – and currently are –

  58. 2025 Peer Group Selection

    | Nexstar Media Group, Inc. | 45 | 2026 Proxy Statement |

  59. 2025 Peer Group Selection

    considerably smaller than the Company. As a result, the Company also looked for larger companies with similar business models, such as Fox Corporation and Paramount Skydance Corporation, which own television stations and cable networks like Nexstar does. Other companies which operate in the media industry more broadly, including Charter Communications, Inc., Comcast Corporation, iHeartMedia, Inc., News Corp., Omnicom Group, Inc., Roku, Inc., SiriusXM Holdings Inc., The Walt Disney Company, Versant Media Group, Inc. and Warner Bros. Discovery, Inc. were also included to round out the 2025 Peer Group. Certain companies that are no longer publicly traded, are in the process of being acquired or were deemed too small to be comparable were eliminated from the list this year, including AMC Networks Inc., Clear Channel Outdoor Holdings, Inc., TEGNA Inc., The E.W. Scripps Company, and The Interpublic Group of Companies, Inc.

  60. Compensation Risk Considerations

    Compensation Risk Considerations The Compensation Committee has reviewed our executive and non-executive compensation programs and believes that they do not encourage excessive or unnecessary risk taking. As further explained below, the Compensation Committee believes that any risk inherent in our compensation programs is unlikely to have a material adverse effect on us. In designing and administering our award structure, we and the Compensation Committee worked closely with Meridian to mitigate any risks and to minimize the creation of imprudent incentives for our executives. The Compensation Committee believes that our performance-based compensation does not encourage unnecessary risks because the executive pay mix is sufficiently diversified over several performance metrics as well as over short- and long-term compensation. Our compensation program includes the following features to prevent and safeguard against excessive risk- taking: • Compensation program considers advice from an independent expert consultant; • Payments under our short-term cash incentive program are based upon the Compensation Committee’s certification and review of a variety of performance metrics, thereby diversifying the risk associated with any single performance indicator; • Long-term equity compensation awards have performance requirements and/or service vesting periods, which encourage our executives to focus on the long-term performance of the Company and its stock price; • Stock ownership guidelines which require executives to hold stock, RSUs and/or PSUs focus executives on the long-term performance of the Company and its stock price; • A compensation mix is balanced among fixed and variable components, annual and long-term compensation, and cash and equity that reward performance in the Company’s and our executives’ long-term best interests; • Incentive compensation plans that cap the maximum payout and discourage excessive risk-taking; • Discretion to reduce payments under our short-term cash incentive program; • Adoption of a clawback policy in accordance with the 2023 SEC and exchange listing rules; and • A general prohibition against hedging or pledging any Company securities. We believe that our executive compensation program appropriately rewards our executive officers for sustained performance, without giving unnecessary weight to any one factor or type of compensation, and discourages excessive risk-taking. Our compensation structure is designed to encourage sustained performance over a long-term period. Based on the foregoing, the Compensation Committee has concluded that the risks arising from our compensation policies and programs are not reasonably likely to have a material adverse effect.

  61. Key Metrics Used for Performance Measures

    Key Metrics Used for Performance Measures

  62. Short-Term Incentive Compensation

    Short-Term Incentive Compensation For purposes of determining eligibility for annual cash bonus payments, the Company utilizes Net Revenue and Adjusted EBITDA (which is calculated in a manner consistent with the calculation of EBITDA that is referenced in the employment agreement) compared to budgets (i.e. “targets”) approved by the Board of Directors. Budgets take into consideration the overall market environment for the Company as well as the Company’s assets and operational initiatives. Historically, budgets have been set to incentivize management to achieve its best. In the past three years, not all NEOs have achieved target payouts, demonstrating the rigor of the targets that are set. Net revenue represents revenue recognized, net of allowances and credits, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). For short‑term incentive compensation awarded in 2025, the Company applied the 2023 definition of Adjusted EBITDA for CEO and COO, and applied the current definition of Adjusted EBITDA for all other NEOs. Refer to Appendix B for the 2023 definition of Adjusted EBITDA and the current definition of Adjusted EBITDA, as well as reconciliations to the most directly comparable U.S. GAAP measures.

  63. Long-Term Incentive Compensation

    Long-Term Incentive Compensation For purposes of determining eligibility for performance vesting under stock-based long-term incentive awards, the Company utilizes Company total stockholder return against a peer group and Adjusted Free Cash Flow. Total stockholder return and the related peer groups are defined in the applicable employment agreements (see “Employment Agreements” section below). Refer to Appendix B for the definition of Adjusted Free Cash Flow, as well as reconciliations to the most directly comparable U.S. GAAP measures. For additional information on the performance of these measures, see discussion in the “Elements of Compensation—Annual Cash Bonuses” and “Elements of Compensation—Stock-Based Long-Term Incentive Compensation”.

  64. Long-Term Incentive Compensation

    | Nexstar Media Group, Inc. | 47 | 2026 Proxy Statement |

  65. Summary Compensation Structure for CEO and Other NEOs

    | COMPONENTS OF COMPENSATION, RATIONALE AND PROCESS | | | | Component | CEO | Other NEOs | | | | – For Other NEOs: 100% of Base Salary or such other amount as approved by the CEO and Compensation Committee • Payout Leverage: – For COO: 0% to 200% of Target depending on achievement levels – For Other NEOs: None • CEO determines and recommends discretionary payout • Compensation Committee reviews performance metrics and proposed discretionary payout based on key accomplishments and approves overall payout | | Restricted Stock Units Equity Time-Based Awards | • Designed to retain executives and align interest with stockholders • Reflects 50% of equity award in 2025 and 40% of equity award in 2026 • Vesting Period: 2 Years, Ratable annually in 2025 and 3 Years, ratable annually in 2026 • Compensation Committee annually sets award dollar amount • Total CEO compensation annually reviewed (but subject to the terms of the employment agreement) by the Compensation Committee with market and other perspective provided by Meridian | • Designed to retain executives and align interest with stockholders • Vesting Period: 3 Years, Ratable • Reflects 50% of equity award • CEO recommends annual grants to Compensation Committee which reviews and approves all grants | | Performance Restricted Stock Units Equity Performance Metrics | • Designed to align pay and performance as they are only earned if specific performance targets are met • Reflects 50% of equity award in 2025 and 60% of equity award in 2026 • Performance Metric: Relative TSR for the 2025 award and Relative TSR and Adjusted Free Cash Flow, weighted 50% each, for the 2026 award • Measurement Period: 1 Year for 2025 award and 2 Years, measured on a cumulative basis for 2026 award | • Designed to align pay and performance as they are only earned if specific performance targets are met • Reflects 50% of equity award • Performance Metric: 50% Relative TSR and 50% cumulative Adjusted Free Cash Flow • Measurement Period: 2 Years; Measured on a cumulative basis • Vesting Period: 3 Years, Cliff vesting • Payout Leverage for Relative TSR Component: |

  66. Base Salary

    The annual base salary of each of the Company’s Named Executive Officers is established by their respective individual employment agreements. The purpose of the base salary is to provide each Named Executive Officer with cash compensation that is not variable in nature and that is generally competitive with our peer group. The base salary is established based on the scope of the executive’s responsibilities, taking into account compensation paid by peer group companies for similar positions. Generally, the executives’ base salaries are determined with reference to the median market pay level of our peer group companies, but individual officer salary levels may fall above or below median for a variety of reasons, including scope of role, experience, tenure, performance, retention concerns or other relevant factors. Our NEOs’ employment agreements generally provide for discretionary adjustments to base salary. Our NEOs base salaries were not increased in 2025. See the “Employment Agreements” section of this Proxy Statement for a discussion of the employment agreements with our Named Executive Officers.

  67. Annual Cash Bonuses

    Annual Cash Bonuses Each of our Named Executive Officers is eligible to earn an annual cash bonus based on the quantitative and qualitative criteria described in each Named Executive Officer’s employment agreement and summarized below. The targets and actual cash bonuses earned by our Named Executive Officers for the year 2025 are as follows:

  68. Annual Cash Bonuses

    | NEO | Base Salary | Target Bonus (% of Base Salary) | Financial Weighting | Discretionary Weighting | Financial Performance (% of Target) | Discretionary Performance (% of Target) | Bonus Payout | | Perry A. Sook | $3,000,000 | 200% | 70% | 30% | 97% | 150% | $6,785,072 | | Chairman and Chief Executive Officer | | | | | | | | | Michael Biard | 2,000,000 | 125% | 65%(a) | 35%(a) | 98% | 125% | 2,678,993 | | President and Chief Operating Officer | | | | | | | | | Lee Ann Gliha | 1,000,000 | 100% | 50% | 50% | 100% | 150% | 1,250,000 | | EVP and Chief Financial Officer | | | | | | | | | Dana Zimmer | 1,200,000 | 100% | N/A | 100% | N/A | 110% | 1,320,000 | | President, Distribution and Strategy | | | | | | | | | Sean Compton | 1,000,000 | 100% | 30%(b) | 70%(b) | 100% | 110% | 1,070,000 | | President, Networks | | | | | | | |

  69. Annual Cash Bonuses

    (a) In 2025, Mr. Biard’s bonus was calculated based on 65% financial components and 35% discretionary components. This is a change from 2024, when his bonus was calculated based on 50% financial components and 50% discretionary components. This change was contemplated in connection with Mr. Biard’s employment contract which commenced in August 2023. The rationale for the increase in financial components in the 2025, the second full year of his employment, is that he would have been able to have a greater impact on the financial performance of the company in his second year than in his first. In 2025, Mr. Compton’s bonus formulation was adjusted to better align his financial targets with the other NEOs. His 2025 financial targets were based on the Company’s Net Revenue and/or Adjusted EBITDA performance, similar to the targets of the CEO, COO and CFO. His 2025 discretionary targets included a number of goals regarding the businesses he oversees as described herein.

  70. Annual Cash Bonuses

    | Nexstar Media Group, Inc. | 52 | 2026 Proxy Statement |

  71. Annual Bonus Opportunity and 2025 Actual Results – Mr. Sook

    Annual Bonus Opportunity and 2025 Actual Results – Mr. Sook As provided in his employment agreement, as amended on August 1, 2022 (which was further amended effective April 1, 2026), Mr. Sook is eligible to receive an annual bonus with a “Target” amount equal to 200% of his annual base salary, subject to increase or decrease based on the criteria set forth in the tables below and approval of the Compensation Committee. The Compensation Committee may alter the criteria set forth in the tables below as circumstances warrant and in consultation with Mr. Sook:

  72. Annual Bonus Opportunity and 2025 Actual Results – Mr. Sook

    | Component | Weight | No Payout | Threshold | Target | Maximum | | Adjusted EBITDA(a) | 35% | < 85% of Target | 85% of Target | Budget(d) | 105% of Target | | Net Revenues(a) | 35% | < 85% of Target | 85% of Target | Budget(d) | 105% of Target | | Individual Performance(b) | 30% | Discretionary | | | | | Payout Opportunity(c) | 100% | 0% (no payout) | 100% of Base Salary | 200% of Base Salary | 400% of Base Salary |

  73. Annual Bonus Opportunity and 2025 Actual Results – Mr. Sook

    (a) As defined in Mr. Sook’s prior employment agreement in effect until April 1, 2026, which is consistent with the Company’s presentation of non-GAAP financial metrics during 2023. In 2024, the Company changed its external presentation of financial metrics. A reconciliation is provided in this document and on the Company’s website. Mr. Sook’s April 2026 employment agreement applies the current definition of Adjusted EBITDA, as described in “Key Metrics Used for Performance Measures” and Exhibit B hereto. (b) Individual performance is determined at the Compensation Committee’s discretion based on the executive’s achievement of objectives established by the compensation committee. (c) Payouts are interpolated for performance between Threshold, Target and Maximum levels. (d) Budget reflects the annual budget approved by the Board of Directors in Q1 of each fiscal year.

  74. Annual Bonus Opportunity and 2025 Actual Results – Mr. Sook

    | ($ in millions, except payout amounts) | | Bonus Criteria / Payouts | | | | Actual as a % of Target | | Component | Criteria | 2025 Threshold | 2025 Target | 2025 Maximum | 2025 Actual | | | Adjusted EBITDA(a) | 35% earned if the Company achieves its Adjusted EBITDA Target for the applicable year | $1,331(a) | $1,566(a) | $1,644(a) | $1,556(a) | 99% | | Adjusted EBITDA Bonus Payout (35% of Total) | | $1,050,000 | $2,100,000 | $4,200,000 | $2,048,621 | 98% | | Net Revenue | 35% earned if the Company achieves its Net Revenue Target for the applicable year | $4,245 | $4,994 | $5,244 | $4,949 | 99% | | Net Revenue Bonus Payout (35% of Total) | | $1,050,000 | $2,100,000 | $4,200,000 | $2,036,451 | 97% | | Individual Performance | 30% earned at the discretion of the Compensation Committee based on Mr. Sook’s achievement of the objectives established by the Committee and/or Board at the beginning of the applicable fiscal year | | | | Approved by the Compensation Committee | | | Individual Performance Bonus Payout (30% of Total) | | $900,000 | $1,800,000 | $3,600,000 | $2,700,000 | 150% | | Total Bonus Payout | | $3,000,000 | $6,000,000 | $12,000,000 | $6,785,072 | 113% |

  75. Annual Bonus Opportunity and 2025 Actual Results – Mr. Sook

    (a) As defined in Mr. Sook’s employment agreement which is consistent with the Company’s presentation of non-GAAP financial metrics during 2023. In 2024, the Company changed its external presentation of financial metrics. A reconciliation is provided in this document and on the Company’s website.

  76. Annual Bonus Opportunity and 2025 Actual Results – Mr. Sook

    | Nexstar Media Group, Inc. | 53 | 2026 Proxy Statement |

  77. Annual Bonus Opportunity and 2025 Actual Results – Mr. Sook

    For his 2025 annual bonus, Mr. Sook earned 150% of the discretionary portion of his bonus. The discretionary portion of Mr. Sook’s bonus was determined based on his accomplishments of a number of individual performance achievements during 2025, supporting his payout, including: Leading the Company in achieving a record odd-year annual net revenue of $4.9 billion and Adjusted EBITDA of $1.6 billion, • Overseeing the acquisition of TEGNA Inc. in a transaction valued at $6.2 billion which closed on March 19, 2026, • Continuing to support deregulation of the broadcast television industry, • Overseeing the successful renewal of distribution agreements in the fourth quarter, covering more than 60% of subscriber base, and • Directing the development of new longer-term revenue initiatives including deployment of ATSC 3.0 and the ability to transact linear advertising via programmatic or automated technologies.

  78. Annual Bonus Opportunity and 2025 Actual Results – Mr. Biard

    Annual Bonus Opportunity and 2025 Actual Results – Mr. Biard As provided in his employment agreement dated August 21, 2023, Mr. Biard is eligible to receive an annual bonus with a “Target” amount equal to 125% of his annual base salary, subject to increase or decrease based on the criteria set forth in the tables below and approval of the Compensation Committee. The Compensation Committee may alter the criteria set forth in the tables below as circumstances warrant and in consultation with Mr. Biard:

  79. Annual Bonus Opportunity and 2025 Actual Results – Mr. Biard

    | Component | Weight | No Payout | Threshold | Target | Maximum | | Adjusted EBITDA(a) | 65% | < 85% of Target | 85% of Target | Budget(d) | 105% of Target | | Individual Performance(b) | 35% | Discretionary | | | | | Payout Opportunity(c) | 100% | 0% (no payout) | 62.5% of Base Salary | 125% of Base Salary | 250% of Base Salary |

  80. Annual Bonus Opportunity and 2025 Actual Results – Mr. Biard

    (a) As defined in Mr. Biard’s employment agreement which is consistent with the Company’s presentation of non-GAAP financial metrics during 2023. In 2024, the Company changed its external presentation of financial metrics. A reconciliation is provided in this document and on the Company’s website. (b) Individual performance is determined at the CEO and Compensation Committee’s discretion based on the executive’s achievement of objectives established by the CEO and/or Compensation Committee. (c) Payouts are interpolated for performance between Threshold, Target and Maximum levels. (d) Budget reflects the annual budget approved by the Board of Directors in Q1 of each fiscal year.

  81. Annual Bonus Opportunity and 2025 Actual Results – Mr. Biard

    | Nexstar Media Group, Inc. | 54 | 2026 Proxy Statement |

  82. Annual Bonus Opportunity and 2025 Actual Results – Mr. Biard

    | ($ in millions, except payout amounts) | | Bonus Criteria / Payouts | | | | Actual as a % of Target | | Component | Criteria | 2025 Threshold | 2025 Target | 2025 Maximum | 2025 Actual | | | Adjusted EBITDA(a) | 65% earned if the Company achieves its Adjusted EBITDA Target for the applicable year | $1,331(a) | $1,566(a) | $1,644(a) | $1,556(a) | 99% | | Adjusted EBITDA Bonus Payout (65% of Total) | | $812,500 | $1,625,000 | $3,250,000 | $1,585,243 | 98% | | Individual Performance | 35% earned at the discretion of our Chief Executive Officer and/or Compensation Committee | | | | Approved by the Compensation Committee | | | Individual Performance Bonus Payout (35% of Total) | | $437,500 | $875,000 | $1,750,000 | $1,093,750 | 125% | | Total Bonus Payout | | $1,250,000 | $2,500,000 | $5,000,000 | $2,678,993 | 107% |

  83. Annual Bonus Opportunity and 2025 Actual Results – Mr. Biard

    As defined in Mr. Biard’s employment agreement which is consistent with the Company’s presentation of non-GAAP financial metrics during 2023. In 2024, the Company changed its external presentation of financial metrics. A reconciliation is provided in this document and on the Company’s website. For his 2025 annual bonus, Mr. Biard earned 125% of the discretionary portion of his bonus. The discretionary portion of Mr. Biard’s bonus was determined based on his accomplishments of a number of individual performance achievements during 2025, supporting his payout, including: • Oversaw the negotiation of distribution contracts representing approximately 60% of our subscriber base as well as new affiliation agreements with ABC and MyNetwork, • Installed new national, political and advertising sales leadership, • Supported negotiations for new sports programming contracts for The CW, including an expanded Pac-12 agreement and new agreements with the Mountain West Conference for football and basketball games, the Professional Bull Riders, and the Professional Bowlers Association, among others, • Launched EdgeBeam Wireless, LLC, a joint venture with industry peers to provide wireless data services, and Supported the regulatory review of the acquisition of TEGNA Inc.

  84. Annual Bonus Opportunity and 2025 Actual Results – Mr. Biard

    | Nexstar Media Group, Inc. | 55 | 2026 Proxy Statement |

  85. Annual Bonus Opportunity and 2025 Actual Results – Ms. Gliha

    Annual Bonus Opportunity and 2025 Actual Results – Ms. Gliha As provided in her amended employment agreement effective January 1, 2024, Ms. Gliha is eligible to receive an annual bonus of up to 100% of her base salary (or in excess of such amount, up to 150% of base salary, as the CEO, with the approval of the Compensation Committee, may determine appropriate) as follows:

  86. Annual Bonus Opportunity and 2025 Actual Results – Ms. Gliha

    | ($ in millions, except payout amounts) Criteria | 2025 Target | 2025 Actual | Actual as a % of Target | | 50% earned if the Company exceeds 90% of budget for either metric for the applicable year: | | | | | Net Revenue | $4,994 | $4,949 | 99% | | Adjusted EBITDA(a) | $1,570 | $1,561 | 99% | | Financial Metric Bonus Payout (50% of Total) | $500,000 | $500,000 | 100% | | 50% earned at the discretion of our Chief Executive Officer and/or Compensation Committee | | Approved by the CEO and Compensation Committee | | | Individual Performance Bonus Payout (50% of Total) | $500,000 | $750,000 | 150% | | Total Bonus Payout | $1,000,000 | $1,250,000 | 125% |

  87. Annual Bonus Opportunity and 2025 Actual Results – Ms. Gliha

    (a) As defined in connection with the Company’s 2025 budget which is consistent with the Company’s presentation of financial metrics. A reconciliation is provided in this document and on the Company’s website. For her 2025 annual bonus, Ms. Gliha earned 150% of the discretionary portion of her bonus. The discretionary portion of Ms. Gliha’s bonus was determined based on her accomplishments of a number of individual performance achievements during 2025, supporting her payout, including: • Integrally involved in the development, structuring, due diligence, financing and negotiation of the acquisition of TEGNA which closed on March 19, 2026, • In-depth evaluation of various other potential acquisitions, • Led the annual stockholder outreach initiative, numerous institutional investor conferences, non-deal roadshows and engaging with over 640 investors during 2025, and • Successfully completed the refinancing of senior secured credit facilities on June 27, 2025, reducing the interest margin, increasing capacity under our revolver, and extending the maturities.

  88. Annual Bonus Opportunity and 2025 Actual Results – Ms. Zimmer

    Annual Bonus Opportunity and 2025 Actual Results – Ms. Zimmer As provided in her employment agreement, as amended on September 19, 2023, Ms. Zimmer is eligible to receive a discretionary annual bonus of up to one hundred percent (100%) of base salary (or in excess of such amount, as the CEO, with approval of the Compensation Committee may determine appropriate) based on overall performance of the Company (informed by achievement of the budgeted revenue and profit goals for the fiscal year) as well as the executive’s individual performance, as determined by the Compensation Committee. For fiscal year 2025, Ms. Zimmer earned 110% of her bonus ($1,320,000 of her $1,200,000 bonus target) her number of individual performance achievements during 2025, supporting her payout, including:

  89. Annual Bonus Opportunity and 2025 Actual Results – Ms. Zimmer

    | Nexstar Media Group, Inc. | 56 | 2026 Proxy Statement |

  90. Annual Bonus Opportunity and 2025 Actual Results – Ms. Zimmer

    Successfully negotiating the renewal of distribution agreements, representing more than 60% of subscriber base on terms favorable to the Company, • Leading the successful renewal of affiliation agreements with ABC, MyNetworkTV and The CW, and • Leading the successful renewal of The CW’s affiliation agreements, representing approximately 69% of the network’s subscriber base. Annual Bonus Opportunity and 2025 Actual Results – Mr. Compton As provided in his employment agreement dated September 19, 2023, as amended May 2, 2025, Mr. Compton is eligible to receive an annual bonus of up to one hundred percent (100%) of base salary (or in excess of such amount, as the CEO, with approval of the Compensation Committee, may determine appropriate) based on overall performance of the Company (including achievement of the budgeted revenue and profit goals for the fiscal year) as well as the executive’s individual performance. Mr. Compton’s 2025 annual bonus was determined by the Compensation Committee as follows:

  91. Annual Bonus Opportunity and 2025 Actual Results – Ms. Zimmer

    | ($ in millions, except payout amounts) Criteria | 2025 Target | 2025 Actual | Actual as a % of Target | | 30% earned if the Company exceeds 90% of budget for either metric for the applicable year: | | | | | Net Revenue | $4,994 | $4,949 | 99% | | Adjusted EBITDA | $1,570 | $1,561 | 99% | | Financial Metric Bonus Payout (30% of Total) | $300,000 | $300,000 | 100% | | 70% earned at the discretion of our Chief Executive Officer and/or Compensation Committee | | Approved by the CEO and Compensation Committee | | | Individual Performance Bonus Payout (70% of Total) | $700,000 | $770,000 | 110% | | Total Bonus Payout | $1,000,000 | $1,070,000 | 107% |

  92. Annual Bonus Opportunity and 2025 Actual Results – Ms. Zimmer

    Mr. Compton earned 110% of the discretionary portion of his bonus. The discretionary portion of Mr. Compton’s bonus was determined based on his accomplishments of a number of individual performance achievements during 2025, supporting his payout, including: • Exceeding the budget for Adjusted EBITDA for the Networks division for 2025, including for The CW and NewsNation by reducing expenses, growing revenue and investing in sports and news programming, • Achieving year-over-year growth in total viewership at The CW by 19%, ranking as #2 fastest growing network in 2025, and Achieving the strongest year ever in total day, prime and daytime total viewers for NewsNation, growing total day viewers 19% year-over-year in 2025.

  93. Annual Bonus Opportunity and 2025 Actual Results – Ms. Zimmer

    | Nexstar Media Group, Inc. | 57 | 2026 Proxy Statement |

  94. Stock-Based Long-Term Incentive Compensation

    Stock-Based Long-Term Incentive Compensation The Compensation Committee believes that grants of stock-based awards are the most appropriate form of long-term compensation because they provide incentives to promote the long-term success of the Company in line with stockholders’ interests. The Company’s equity incentive plans are intended to motivate and reward the Company’s officers and to retain their continued services while providing long-term incentive opportunities including the participation in the long-term appreciation of our common stock value. The Compensation Committee grants stock-based awards to the Named Executive Officers other than our Chief Executive Officer based on the recommendations of the Chief Executive Officer, who evaluates their performance against the goals established at the beginning of each year. The Compensation Committee has allocated performance-based and time-based compensation evenly when determining the stock-based long-term compensation awarded decisions for our Named Executive Officers. As of December 31, 2025, Nexstar maintains one equity compensation plan – the 2019 Long-Term Equity Incentive Plan, approved by Nexstar’s majority stockholders on June 5, 2019 (the “2019 Plan”), which provides for the granting of stock options, stock appreciation rights, RSUs and PSUs to directors, employees or consultants of Nexstar. Since 2017, awards made under the Company’s equity plans have consisted exclusively of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). At the Annual Meeting, our stockholders are being asked to approve the Nexstar Media Group, Inc. 2026 Long-Term Omnibus Incentive Plan, as described in “Proposal 4—Approval of the Nexstar Media Group, Inc. 2026 Long-Term Omnibus Incentive Plan.” During 2025, each of our Named Executive Officers received stock awards under the 2019 Plan, each comprised 50% of RSUs and 50% PSUs as described below. Time-Based Restricted Stock Units (RSUs) During 2025, RSUs were granted to the Named Executive Officers as set forth below:

  95. Stock-Based Long-Term Incentive Compensation

    | | Grant Date | # of RSUs Granted | Vesting Schedule | | Perry A. Sook | 3/1/2025 | 73,899 | 2 years (50% per year) | | Michael Biard | 3/24/2025 | 7,500 | 3 years (33% per year) | | Lee Ann Gliha | 3/24/2025 | 5,625 | 3 years (33% per year) | | Dana Zimmer | 3/24/2025 | 3,000 | 3 years (33% per year) | | Sean Compton | 3/24/2025 | 3,000 | 3 years (33% per year) |

  96. Stock-Based Long-Term Incentive Compensation

    In the event of Mr. Sook’s termination for any reason other than by the Company for Cause or by Mr. Sook without Good Reason (each, as defined in his employment agreement), any unvested RSUs will immediately vest in full. For stock awards granted to NEOs other than the CEO, vesting is subject to continued employment through the applicable vesting date, and subject to the Compensation Committee’s discretion, all unvested RSUs are forfeited upon the executive’s termination for any reason. In the event of a Change in Control (as defined in the 2019 Long-Term Equity Incentive Plan), all unvested RSUs shall immediately vest. 2026 Changes to Structure of CEO RSUs In 2026, the Company revised the structure of Mr. Sook’s long-term incentive equity award so that RSUs comprised 40% of the award, with such RSUs vesting over a period of 3 Years (ratable annually).

  97. Stock-Based Long-Term Incentive Compensation

    | Nexstar Media Group, Inc. | 58 | 2026 Proxy Statement |

  98. Stock-Based Long-Term Incentive Compensation

    Performance-Based Restricted Stock Units (PSUs) During 2025, PSUs were granted to the Named Executive Officers as follows:

  99. Stock-Based Long-Term Incentive Compensation

    | | Grant Date | # of PSUs Granted | | Perry A. Sook | 3/1/2025 | 73,899 | | Michael Biard | 3/24/2025 | 7,500 | | Lee Ann Gliha | 3/24/2025 | 5,625 | | Dana Zimmer | 3/24/2025 | 3,000 | | Sean Compton | 3/24/2025 | 3,000 |

  100. Stock-Based Long-Term Incentive Compensation

    2025 PSUs Awarded to Mr. Sook The PSUs granted to Mr. Sook in 2025 (target PSUs of 73,899) were/are eligible to time-vest 36,949 on March 2, 2026 (the “first vesting date”) and 36,950 on March 3, 2027 (the “second vesting date”). The PSUs were eligible to performance-vest based upon the Company’s achievement of one-year total stockholder return (“TSR”) against the peer group defined in the award agreement, which includes the companies in the table below for the period February 28, 2025 to March 2, 2026, and were/are eligible to fully vest on the applicable vesting date subject to Mr. Sook’s continued employment through the applicable vesting date. No calculation is required on the second vesting date, since the performance condition was measured as of March 2, 2026.

  101. Peer Group For 2025 PSUs Awarded to Mr. Sook

    Peer Group For 2025 PSUs Awarded to Mr. Sook

  102. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Warner Bros. Discovery, Inc. | Fox Corporation | | The E.W. Scripps Company | Sinclair, Inc. | | Clear Channel Outdoor Holdings, Inc. | Paramount Skydance Corporation | | iHeartMedia, Inc. | Omnicom Group Inc. | | Gray Media, Inc. | AMC Networks Inc. | | TEGNA Inc.(1) | Sirius XM Holdings Inc. |

  103. Peer Group For 2025 PSUs Awarded to Mr. Sook

    (1) Nexstar acquired TEGNA on March 19, 2026.

  104. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Level | Relative TSR vs Peer Group | Percentage of PSUs to Performance Vest | | Below Threshold | < 35th Percentile | No vesting | | Threshold | 35th to 50thPercentiles | 80% of Target | | Target | 51st to 65thPercentiles | 100% of Target | | Stretch | 66th to 80thPercentiles | 150% of Target | | Maximum | 81st and > Percentiles | 200% of Target |

  105. Peer Group For 2025 PSUs Awarded to Mr. Sook

    Note: Vesting is interpolated between Threshold, Target, Stretch and Maximum. As of March 2, 2026, the Compensation Committee certified achievement of the relative TSR condition at 75th percentile thus, Mr. Sook’s PSUs were deemed contingently earned at 180% of target as of March 2, 2026. As a result, Mr. Sook fully vested in 66,508 PSUs as of March 2, 2026 and will fully vest in 66,510 PSUs on March 3, 2027, subject to his continued employment through such date (subject to certain termination provisions). In the event of Mr. Sook’s termination for any reason other than by the Company for Cause or by Mr. Sook without Good Reason (each, as defined in his employment agreement), any unvested PSUs will vest at the greater of actual or target level of performance (i.e., he would fully vest in 66,510 PSUs upon such date of termination).

  106. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Nexstar Media Group, Inc. | 59 | 2026 Proxy Statement |

  107. Peer Group For 2025 PSUs Awarded to Mr. Sook

    2025 PSUs Awarded to Mr. Biard The PSUs granted to Mr. Biard in 2025 (target PSUs of 7,500) were/are eligible to time-vest based on the below schedule.

  108. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Tranche | Measurement Period | Adjusted Free Cash Flow Target | Vesting Date | Number of Target Shares | | Tranche 1 | 1/1/2025 - 12/31/2025 | $788 million | 3/24/2026 | 1,875 | | Tranche 2 | 1/1/2025 - 12/31/2026 | As defined in award agreement (a) | 3/24/2027 | 1,875 | | Tranche 3 | 1/1/2025 - 12/31/2026 | As defined in award agreement (a) | 3/24/2028 | 3,750 |

  109. Peer Group For 2025 PSUs Awarded to Mr. Sook

    (a) Adjusted Free Cash Flow target includes non-public confidential information that will only be published upon the completion of the vesting period in the Company’s 2027 proxy statement. The PSUs were/are eligible to (i) 50% performance-vest based on total stockholder return (“TSR”) against the peer group defined in the award agreement and (ii) 50% performance-vest based on adjusted free cash flow performance against target. Each tranche will performance-vest based on the below vesting grid. (i) TSR Vesting Grid

  110. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Level | Relative TSR vs Peer Group | Percentage of PSUs to Performance Vest | | Below Threshold | < 35th Percentile | No vesting (i.e. forfeiture) | | Threshold | 35th to 50th Percentiles | 80% of Target | | Target | 51st to 65th Percentiles | 100% of Target | | Stretch | 66th to 80th Percentiles | 150% of Target | | Maximum | 81st and > Percentiles | 200% of Target |

  111. Peer Group For 2025 PSUs Awarded to Mr. Sook

    (ii) Adjusted Free Cash Flow Vesting Grid

  112. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Level | Adjusted Free Cash Flow % of Target | Percentage of PSUs to Performance Vest | | Below Threshold | < 85% | No vesting (i.e. forfeiture) | | Threshold | 85% to 99.99% | 50% of Target | | Target | 100% to 114.99% | 100% of Target | | Maximum | 115%+ | 150% of Target |

  113. Peer Group For 2025 PSUs Awarded to Mr. Sook

    Note: Vesting is interpolated between Threshold, Target, Stretch and Maximum. As of March 24, 2026, the Compensation Committee certified achievement of the relative TSR condition at 42nd percentile and 107.76% of Adjusted Free Cash Flow target during the period January 1, 2025 to December 31, 2025 thus, Mr. Biard’s PSUs were deemed contingently earned at 107.04% of target as of March 24, 2026. As a result, Mr. Biard fully vested in 2,007 PSUs as of March 24, 2026.

  114. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Nexstar Media Group, Inc. | 60 | 2026 Proxy Statement |

  115. Peer Group For 2025 PSUs Awarded to Mr. Sook

    2025 PSUs Awarded to Ms. Gliha The PSUs granted to Ms. Gliha in 2025 (target PSUs of 5,625) were/are eligible to time-vest based on the below schedule.

  116. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Tranche | Measurement Period | Adjusted Free Cash Flow Target | Vesting Date | Number of Target Shares | | Tranche 1 | 1/1/2025 - 12/31/2025 | $788 million | 3/24/2026 | 1,407 | | Tranche 2 | 1/1/2025 - 12/31/2026 | As defined in award agreement (a) | 3/24/2027 | 1,406 | | Tranche 3 | 1/1/2025 - 12/31/2026 | As defined in award agreement (a) | 3/24/2028 | 2,812 |

  117. Peer Group For 2025 PSUs Awarded to Mr. Sook

    (a) Adjusted Free Cash Flow target includes non-public confidential information that will only be published upon the completion of the vesting period in the Company’s 2027 proxy statement. The PSUs were/are eligible to (i) 50% performance-vest based on total stockholder return (“TSR”) against the peer group defined in the award agreement and (ii) 50% performance-vest based on adjusted free cash flow performance against target. Each tranche will performance-vest based on the below vesting grid. (i) TSR Vesting Grid

  118. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Level | Relative TSR vs Peer Group | Percentage of PSUs to Performance Vest | | Below Threshold | < 25th Percentile | No vesting (i.e. forfeiture) | | Threshold | 25th to 49th Percentiles | 50% of Target | | Target | 50th to 74th Percentiles | 100% of Target | | Maximum | 75th and > Percentiles | 150% of Target |

  119. Peer Group For 2025 PSUs Awarded to Mr. Sook

    (ii) Adjusted Free Cash Flow Vesting Grid

  120. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Level | Adjusted Free Cash Flow % of Target | Percentage of PSUs to Performance Vest | | Below Threshold | < 85% | No vesting (i.e. forfeiture) | | Threshold | 85% to 99.99% | 50% of Target | | Target | 100% to 114.99% | 100% of Target | | Maximum | 115%+ | 150% of Target |

  121. Peer Group For 2025 PSUs Awarded to Mr. Sook

    Note: Vesting is interpolated between Threshold, Target and Maximum. As of March 24, 2026, the Compensation Committee certified achievement of the relative TSR condition at 42nd percentile and 107.76% of adjusted free cash flow target during the period January 1, 2025 to December 31, 2025 thus, Ms. Gliha’s PSUs were deemed contingently earned at 104.48% of target as of March 24, 2026. As a result, Ms. Gliha fully vested in 1,470 PSUs as of March 24, 2026.

  122. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Nexstar Media Group, Inc. | 61 | 2026 Proxy Statement |

  123. Peer Group For 2025 PSUs Awarded to Mr. Sook

    2025 PSUs Awarded to Ms. Zimmer and Mr. Compton The PSUs granted to Ms. Zimmer and Mr. Compton in 2025 (each target PSUs of 3,000) were/are each eligible to time-vest based on the below schedule.

  124. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Tranche | Measurement Period | Adjusted Free Cash Flow Target | Vesting Date | Number of Target Shares | | Tranche 1 | 1/1/2025 - 12/31/2025 | $788 million | 3/24/2026 | 750 | | Tranche 2 | 1/1/2025 - 12/31/2026 | As defined in award agreement (a) | 3/24/2027 | 750 | | Tranche 3 | 1/1/2025 - 12/31/2026 | As defined in award agreement (a) | 3/24/2028 | 1,500 |

  125. Peer Group For 2025 PSUs Awarded to Mr. Sook

    (a) Adjusted Free Cash Flow target includes non-public confidential information that will only be published upon the completion of the vesting period in the Company’s 2027 proxy statement. The PSUs were/are eligible to (i) 50% performance-vest based on total stockholder return (“TSR”) against the peer group defined in the award agreement and (ii) 50% performance-vest based on adjusted free cash flow performance against target. Each tranche will performance-vest based on the below vesting grid. (i) TSR Vesting Grid

  126. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Level | Relative TSR vs Peer Group | Percentage of PSUs to Performance Vest | | Below Threshold | < 25th Percentile | No vesting (i.e. forfeiture) | | Threshold | 25th to 49th Percentiles | 50% of Target | | Target | 50th to 74th Percentiles | 100% of Target | | Maximum | 75th and > Percentiles | 150% of Target |

  127. Peer Group For 2025 PSUs Awarded to Mr. Sook

    (ii) Adjusted Free Cash Flow Vesting Grid

  128. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Level | Adjusted Free Cash Flow % of Target | Percentage of PSUs to Performance Vest | | Below Threshold | < 85% | No vesting (i.e. forfeiture) | | Threshold | 85% to 99.99% | 50% of Target | | Target | 100% to 114.99% | 100% of Target | | Maximum | 115%+ | 150% of Target |

  129. Peer Group For 2025 PSUs Awarded to Mr. Sook

    Note: Vesting is interpolated between Threshold, Target and Maximum. As of March 24, 2026, the Compensation Committee certified achievement of the relative TSR condition at 42nd percentile and 107.76% of adjusted free cash flow target during the period January 1, 2025 to December 31, 2025 thus, Ms. Zimmer and Mr. Compton’s PSUs were deemed contingently earned at 104.53% of target as of March 24, 2026. As a result, Ms. Zimmer and Mr. Compton each fully vested in 784 PSUs as of March 24, 2026. In each case (other than Mr. Sook’s PSUs described above), subject to the Compensation Committee’s discretion, all unvested PSUs are forfeited upon the executive’s termination for any reason. In the event of a Change in Control (as defined in the 2019 Plan), all unvested PSUs shall immediately vest at target (i.e., 100% of the PSUs would vest).

  130. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Nexstar Media Group, Inc. | 62 | 2026 Proxy Statement |

  131. Peer Group For 2025 PSUs Awarded to Mr. Sook

    2025 Vesting of Prior Year PSU Awards In 2025, 3,108 PSUs for Mr. Biard, 4,718 PSUs for Ms. Gliha, 4,124 PSUs for Ms. Zimmer and 4,124 PSUs for Mr. Compton vested upon achievement of the relevant targets, as follows:

  132. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | | PSU Performance Vesting Criteria / Target | Performance Period | Threshold | Actual Results | % Payout | Vested PSUs in 2025 | | Michael Biard | Relative TSR of the Company’s stock price performance versus its peer group as defined in the Company’s 2024 proxy statement | 5/15/24 - 5/15/25 | >35th percentile | 58th percentile | 124.33% | 3,108 | | Lee Ann Gliha | Relative TSR of the Company’s stock price performance versus its peer group as defined in the Company’s 2024 proxy statement | 5/15/24 - 5/15/25 | >50th percentile | 58th percentile | 100% | 1,875 | | | | 5/31/24 – 5/30/25 | >50th percentile | 67th percentile | 100% | 1,593 | | | | 8/7/24 – 8/7/25 | >50th percentile | 69th percentile | 100% Total | 1,250 4,718 | | Dana Zimmer | Budgeted Distribution Revenue(1) | FY 2024 | At or above 95% of Target | 99%(3) | 100% | 4,124 | | Sean Compton | Budgeted Networks Net Revenue(2) and/or Budgeted Adjusted EBITDA(2) | FY 2024 | At or above 90% of Target | 94%(3) | 100% | 4,124 | | | | | At or above 90% of Target | NM(3) | | |

  133. Peer Group For 2025 PSUs Awarded to Mr. Sook

    NM - Not meaningful (1) The Company’s distribution revenue for the applicable year must be at or above ninety-five percent (95%) of its budgeted distribution revenue for such year. (2) The Company’s network division’s net revenue and/or Adjusted EBITDA for the applicable year must be at or above ninety percent (90%) of its budget for such year. (3) The Target and Actual financial information are not disclosed as this information could imply the revenue associated with the disruption which could create harm to the Company in future negotiations with customers. 2026 Changes to Structure of PSUs In 2026, the PSUs awarded to the CEO (i) reflected 60% of the 2026 long-term incentive equity award, (ii) included two performance-based metrics (relative TSR and cumulative Adjusted Free Cash Flow) in the structure of the award instead of one (previously used only relative TSR), (iii) extended the measurement period for performance metrics (relative TSR and cumulative Adjusted Free Cash Flow) to two years, (iv) capped the payout related to the relative TSR metric at the “target” level if absolute TSR is negative, and (v) extended the PSU vesting period to three years and transitioned from annual ratable vesting to cliff vesting. In 2026, the PSUs awarded to non-CEO NEOs were adjusted to reflect 3-Year cliff vesting.

  134. Peer Group For 2025 PSUs Awarded to Mr. Sook

    | Nexstar Media Group, Inc. | 63 | 2026 Proxy Statement |

  135. Severance Benefits and Change in Control Provisions

    Severance Benefits and Change in Control Provisions All of our Named Executive Officers have entered into employment agreements with us. These employment agreements, among other things, provide for severance compensation to be paid to the executives if they are terminated upon a change of control of the Company, or for reasons other than cause, or if they resign for good reason, as defined in the agreements. Additionally, as described above our Named Executive Officers have been granted equity awards that vest upon a Change in Control. For additional information, see the “Potential Payments Upon Termination or Change in Control” section.

  136. Employment Agreements

    Employment Agreements The Company currently has an employment agreement in place with each of its Named Executive Officers as described below. For information about the termination and change-in-control provisions set forth in each agreement, see “Potential Payments upon Termination or Change In Control.”

  137. Perry A. Sook

    Perry A. Sook Mr. Sook is employed as Chairman of the Board and Chief Executive Officer (“CEO”) under an employment agreement with Nexstar dated January 15, 2019, as amended on August 1, 2022 (the “2022 Sook Employment Agreement”), and as further amended effective April 1, 2026 (the “2026 Sook Employment Agreement”). Mr. Sook’s employment term under the 2022 Sook Employment Agreement expired March 31, 2026 and his employment term was renewed under the 2026 Sook Employment Agreement effective April 1, 2026 and expires on March 31, 2029 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement within 90 days prior to the expiration date of the applicable term. Under both the 2022 Sook Employment Agreement and the 2026 Sook Employment Agreement, Mr. Sook was/is entitled to a base salary of $3,000,000 and an annual bonus with a target equal to 200% of base salary. See the section above titled “Annual Cash Bonus” for information about Mr. Sook’s annual bonus for 2025 pursuant to the 2022 Sook Employment Agreement. Pursuant to the 2022 Sook Employment Agreement and the 2026 Employment Agreement, the Company shall also provide Mr. Sook with a company car and reimburse Mr. Sook in the amount up to $500,000 for his use of an aircraft for personal matters during the Term (which, for purposes of 2022 Employment Agreement is defined as the period March 1, 2023 to March 31, 2026 and for the 2026 Employment Agreement is defined as the period April 1, 2026 to March 31, 2029).

  138. Michael Biard

    Michael Biard Mr. Biard is employed as President and Chief Operating Officer under an employment agreement with Nexstar effective August 21, 2023 (the “Biard Employment Agreement”). The initial term of the Biard Employment Agreement ends on August 20, 2027, and will automatically renew for successive one-year periods, subject to earlier termination provided under the employment agreement. Under the Biard Employment Agreement, Mr. Biard is entitled to a base salary of $2,000,000, subject to annual review and may be adjusted at the discretion of the CEO of the Company, and an annual bonus with a target amount equal to his annual base salary in effect at the end of the applicable fiscal year. See the section above titled “Annual Cash Bonus” for information about Mr. Biard’s annual bonus for 2025. The Biard Employment Agreement entitled Mr. Biard to a relocation bonus of $30,000 in connection with the commencement of his employment in August 2023, subject to a repayment obligation on a prorated basis if Mr. Biard voluntarily terminated his employment without Good Reason (as defined in the Biard Employment Agreement) within two years of his August 21, 2023 start date. Mr. Biard earned this relocation bonus as of August 21, 2025, and the bonus became reportable in the Summary Compensation Table with respect to the fiscal year ended December 31, 2025. Mr. Biard is also entitled to a $1,000 per month automobile allowance and a $100 per month cell phone allowance.

  139. Lee Ann Gliha

    Lee Ann Gliha Ms. Gliha is employed as Executive Vice President and Chief Financial Officer under an employment agreement with Nexstar dated July 26, 2021, as amended on December 18, 2023 (the “Gliha Employment Agreement”). The Gliha Employment Agreement expires on December 31, 2026 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the Gliha Employment Agreement, Ms. Gliha is entitled to a base salary of $1,000,000, subject to annual merit increases at the discretion of the CEO, and an annual bonus up to 100% of her annual base salary in effect at the end of the applicable fiscal year (or in excess of such amount, up to a maximum of 150%, as our CEO, with the approval of the Compensation Committee of the Company’s board of directors may determine is appropriate). See the section above titled “Annual Cash Bonus” for information about Ms. Gliha’s annual bonus for 2025. Ms. Gliha is also entitled to a $750 per month automobile allowance and a $100 per month cell phone allowance.

  140. Dana Zimmer

    Dana Zimmer Ms. Zimmer is employed as President, Distribution and Strategy under an employment agreement with Nexstar dated September 19, 2023 (the “Zimmer Employment Agreement”). The Zimmer Employment Agreement expires on September 18, 2026 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the Zimmer Employment Agreement, Ms. Zimmer is entitled to a base salary of $1,200,000, subject to an annual review and further adjustments, and an annual bonus up to 100% of her annual base salary in effect at the end of the applicable fiscal year (or in excess of such amount, as the CEO, with the approval of the Compensation Committee may determine is appropriate). See the section above titled “Annual Cash Bonus” for information about Ms. Zimmer’s annual bonus for 2025. Ms. Zimmer is also entitled to a $750 per month automobile allowance and a $100 per month cell phone allowance but has opted to receive these allowances beginning in April 2025.

  141. Sean Compton

    Sean Compton Mr. Compton is employed as President, Networks under an employment agreement with Nexstar dated September 19, 2023, as amended on May 2, 2025 (the “Compton Employment Agreement”). The Compton Employment Agreement expires on September 18, 2027 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the Compton Employment Agreement, Mr. Compton is entitled to a base salary of $1,000,000, subject to an annual review and further adjustments, and an annual bonus, up to 100% of his annual base salary in effect at the end of the applicable fiscal year (or in excess of such amount, as the CEO, with the approval of the Compensation Committee may determine is appropriate). See the section above titled “Annual Cash Bonus” for information about Mr. Compton’s annual bonus for 2025. Mr. Compton is also entitled to a $750 per month automobile allowance and a $100 per month cell phone allowance.

  142. Summary Compensation Table

    Summary Compensation Table The following table sets forth information that summarizes compensation for our Named Executive Officers.

  143. Summary Compensation Table

    | | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Perry A. Sook | 2025 | $3,000,000 | $2,700,000 | $29,584,405 | $4,085,072 | $140,263 | $39,509,740 | | Chairman and | 2024 | 3,000,000 | 1,710,000 | 27,746,271 | 3,291,668 | 125,977 | 35,873,916 | | Chief Executive Officer | 2023 | 2,800,000 | 1,800,000 | 21,233,343 | 3,104,526 | 173,170 | 29,111,039 | | Michael Biard | 2025 | 2,000,000 | 1,093,750 | 2,667,360 | 1,585,243 | 49,538 | 7,395,891 | | President and | 2024 | 2,000,000 | 1,187,500 | 3,196,888 | 918,997 | 19,488 | 7,322,873 | | Chief Operating Officer | 2023 | 653,846 | 1,500,000 | 3,707,650 | — | 11,675 | 5,873,171 | | Lee Ann Gliha | 2025 | 1,000,000 | 750,000 | 1,921,043 | 500,000 | 22,218 | 4,193,261 | | Executive Vice President and | 2024 | 988,462 | 475,000 | 1,724,035 | 500,000 | 22,068 | 3,709,565 | | Chief Financial Officer | 2023 | 700,000 | 750,000 | 1,357,226 | — | 43,562 | 2,850,788 | | Dana Zimmer | 2025 | 1,200,000 | 1,320,000 | 1,024,554 | — | 17,779 | 3,562,333 | | President, Distribution and | 2024 | 1,200,000 | 1,140,000 | 1,133,969 | — | 8,784 | 3,482,753 | | Strategy | 2023 | 885,866 | — | 1,149,872 | 896,096 | 38,459 | 2,970,293 | | Sean Compton | 2025 | 1,000,000 | 770,000 | 1,024,554 | 300,000 | 19,809 | 3,114,363 | | President, Networks | 2024 | 1,000,000 | 285,000 | 1,133,969 | 700,000 | 20,540 | 3,139,509 | | | 2023 | 743,692 | 314,395 | 1,149,872 | 366,794 | 42,383 | 2,617,136 |

  144. Summary Compensation Table

    (1) Pursuant to Item 402(c)(2)(iv) and (vii) of Regulation S-K, the discretionary portion of each NEO’s annual bonus is reported in the “Bonus” column and the non-discretionary portion (if any) of the annual bonus is reported in the “Non-Equity Incentive Plan Compensation” column. For additional details about the 2025 annual bonuses, see the section “Annual Cash Bonus”. (2) Represents the grant date fair value of RSUs and PSUs granted in 2025 under the 2019 Long-Term Equity Incentive Plan computed in accordance with FASB Accounting Standards Codification (ASC) 718. For additional detail on 2025 stock awards to our Named Executive Officers, see “Stock-Based Long-Term Incentive Compensation.” (3) Non-equity incentive plan compensation represents the portion of the applicable Named Executive Officer’s annual bonus that is determined based on achievement of pre-determined performance metrics, set forth in the Named Executive Officer’s employment agreement. See the section “Compensation Discussion and Analysis—Annual Cash Bonus” for additional details. (4) All Other Compensation in 2025 consists of the following items:

  145. Summary Compensation Table

    | | Year | Automobile Allowance(a) ($) | Life Insurance Premiums(b) ($) | Company Contributions to 401(k) Plans ($) | Miscellaneous(c) ($) | Total ($) | | Perry A. Sook | 2025 | $7,900 | $10,745 | $10,430 | $111,188 | $140,263 | | Michael Biard | 2025 | 12,000 | 2,838 | 3,500 | 31,200 | 49,538 | | Lee Ann Gliha | 2025 | 9,000 | 1,518 | 10,500 | 1,200 | 22,218 | | Dana Zimmer | 2025 | 6,577 | 2,864 | 7,461 | 877 | 17,779 | | Sean Compton | 2025 | 9,000 | 1,532 | 8,077 | 1,200 | 19,809 |

  146. Summary Compensation Table

    (a) Represents either the automobile allowance paid to the individual or the value of their personal use of a Company-owned automobile. (b) Represents personal group life insurance premiums paid by the Company. (c) Amounts reported include (i) the cost of the NEO’s (excluding Mr. Sook) cell phone allowance, (ii) for Mr. Sook, pursuant to the Sook Employment Agreement, a $111,188 reimbursement for his use of an aircraft for personal matters (which amount does not include any amount paid by Nexstar to a company owned by Mr. Sook for Nexstar’s use of such company’s private aircraft for business travel of Nexstar employee and business guests as described in the section entitled “Certain Relationship and Related Person Transactions”). The private aircraft used by Mr. Sook for personal matters was the aircraft of a company he owns. The amount of the reimbursement was determined based on a real-time, arms-length estimate to contract a substantially similar third-party aircraft for the same trip. The amount reimbursed was not grossed up for any income tax payable by Mr. Sook and (iii) for Mr. Biard, pursuant to the Biard Employment Agreement, a $30,000 relocation bonus paid in August 2023 and subject to clawback for period and thus, was deemed earned upon expiration of the clawback period in August 2025.

  147. Summary Compensation Table

    | Nexstar Media Group, Inc. | 68 | 2026 Proxy Statement |

  148. 2025 Outstanding Equity Awards at Year-End

    2025 Outstanding Equity Awards at Year-End The following table sets forth information as of December 31, 2025 concerning outstanding equity awards held by our Named Executive Officers. Market value is based on the closing market price of Nexstar’s common stock as of December 31, 2025 of $203.05.

  149. 2025 Outstanding Equity Awards at Year-End

    | | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Perry A. Sook | 156,770 | $31,832,149 | 133,018 | $27,009,305 | | Michael Biard | 29,507 | 5,991,396 | 13,125 | 2,665,031 | | Lee Ann Gliha | 16,086 | 3,266,262 | 12,375 | 2,512,744 | | Dana Zimmer | 12,473 | 2,532,643 | 5,187 | 1,053,220 | | Sean Compton | 12,473 | 2,532,643 | 5,187 | 1,053,220 |

  150. 2025 Outstanding Equity Awards at Year-End

    (1) Represents the number of all unvested RSUs and unvested PSUs for which the required performance metrics were achieved as of December 31, 2025. The future vesting for each NEO’s unvested awards is subject to continued employment through each vesting date, as follows:

  151. 2025 Outstanding Equity Awards at Year-End

    | | Award | Grant Date | Number of Shares That Have Not Vested | Vesting Date | | Perry A. Sook | PSUs | 3/1/2024 | 45,259 | 45,259 on 3/1/2026 | | | RSUs | 3/1/2024 | 37,612 | 37,612 on 3/1/2026 | | | | 3/1/2025 | 73,899 | 36,950 on 3/2/2026; 36,949 on 3/3/2027 | | | | | 156,770 | | | Michael Biard | PSUs | 3/24/2025 | 2,007 | 2,007 on 3/24/2026 | | | RSUs | 8/21/2023 | 12,500 | 6,250 on each of 8/21/2026 and 8/21/2027 | | | | 5/23/2024 | 7,500 | 2,500 on each of 5/23/2026, 5/23/2027 and 5/23/2028 | | | | 3/24/2025 | 7,500 | 2,500 on each of 3/24/2026, 3/24/2027 and 3/24/2028 | | | | | 29,507 | | | Lee Ann Gliha | PSUs | 3/24/2025 | 1,470 | 1,470 on 3/24/2026 | | | RSUs | 6/3/2022 | 657 | 657 on 6/3/2026 | | | | 6/14/2023 | 1,875 | 938 on 6/14/2026; 937 on 6/14/2027 | | | | 12/20/2023 | 834 | 834 on 12/20/2026 | | | | 5/23/2024 | 5,625 | 1,875 on each of 5/23/2026, 5/23/2027 and 5/23/2028 | | | | 3/24/2025 | 5,625 | 1,875 on each of 3/24/2026, 3/24/2027 and 3/24/2028 | | | | | 16,086 | | | Dana Zimmer | PSUs | 6/3/2022 | 938 | 938 on 6/3/2026 | | | | 6/14/2023 | 938 | 938 on 6/14/2026 | | | | 5/23/2024 | 1,000 | 1,000 on 5/23/2026 | | | | 3/24/2025 | 784 | 784 on 3/24/2026 | | | RSUs | 6/3/2022 | 938 | 938 on 6/3/2026 | | | | 6/14/2023 | 1,875 | 938 on 6/14/2026; 937 on 6/14/2027 | | | | 5/23/2024 | 3,000 | 1,000 on each of 5/23/2026, 5/23/2027 and 5/23/2028 | | | | 3/24/2025 | 3,000 | 1,000 on each of 3/24/2026, 3/24/2027 and 3/24/2028 | | | | | 12,473 | | | Sean Compton | PSUs | 6/3/2022 | 938 | 938 on 6/3/2026 | | | | 6/14/2023 | 938 | 938 on 6/14/2026 | | | | 5/23/2024 | 1,000 | 1,000 on 5/23/2026 | | | | 3/24/2025 | 784 | 784 on 3/24/2026 | | | RSUs | 6/3/2022 | 938 | 938 on 6/3/2026 | | | | 6/14/2023 | 1,875 | 938 on 6/14/2026; 937 on 6/14/2027 | | | | 5/23/2024 | 3,000 | 1,000 on each of 5/23/2026, 5/23/2027 and 5/23/2028 | | | | 3/24/2025 | 3,000 | 1,000 on each of 3/24/2026, 3/24/2027 and 3/24/2028 | | | | | 12,473 | |

  152. 2025 Outstanding Equity Awards at Year-End

    | Nexstar Media Group, Inc. | 70 | 2026 Proxy Statement |

  153. 2025 Outstanding Equity Awards at Year-End

    The PSUs granted to Mr. Sook on March 1, 2024 were deemed earned at 120.33% of target as of February 28, 2025. As a result, Mr. Sook fully vested in 45,259 PSUs as of March 1, 2026. Ms. Zimmer’s and Mr. Compton’s PSUs that will vest in 2026 as shown in the table above will vest on each of the vesting dates as each of their pre-established performance metric for fiscal year 2025 was achieved. (2) Represents the number of unearned and unvested PSUs as of December 31, 2025. The future vesting for each NEO’s unvested awards at each vesting date is subject to the achievement of certain performance criteria for the applicable year and the NEO’s continued employment through each vesting date, as follows:

  154. 2025 Outstanding Equity Awards at Year-End

    | | Award | Grant Date | Number of Unearned Shares That Have Not Vested | Vesting Date | | Perry A. Sook | PSUs | 3/1/2025 | 133,018 | 66,508 on 3/2/2026; 66,510 on 3/3/2027 | | | | | 133,018 | | | Michael Biard | PSUs | 5/23/2024 | 7,500 | 2,500 on each of 5/23/2026, 5/23/2027 and 5/23/2028 | | | | 3/24/2025 | 5,625 | 1,875 on 3/24/2027; 3,750 on 3/24/2028 | | | | | 13,125 | | | Lee Ann Gliha | PSUs | 6/3/2022 | 657 | 657 on 6/3/2026 | | | | 6/14/2023 | 1,875 | 938 on 6/14/2026; 937 on 6/14/2027 | | | | 5/23/2024 | 5,625 | 1,875 on each of 5/23/2026, 5/23/2027 and 5/23/2028 | | | | 3/24/2025 | 4,218 | 1,406 on 3/24/2027; 2,812 on 3/24/2028 | | | | | 12,375 | | | Dana Zimmer | PSUs | 6/14/2023 | 937 | 937 on 6/14/2027 | | | | 5/23/2024 | 2,000 | 1,000 on each of 5/23/2027 and 5/23/2028 | | | | 3/24/2025 | 2,250 | 750 on 3/24/2027; 1,500 on 3/24/2028 | | | | | 5,187 | | | Sean Compton | PSUs | 6/14/2023 | 937 | 937 on 6/14/2027 | | | | 5/23/2024 | 2,000 | 1,000 on each of 5/23/2027 and 5/23/2028 | | | | 3/24/2025 | 2,250 | 750 on 3/24/2027; 1,500 on 3/24/2028 | | | | | 5,187 | |

  155. 2025 Outstanding Equity Awards at Year-End

    The PSUs granted to Mr. Sook on March 1, 2025 were deemed earned at 180% of target as of March 2, 2026. As a result, Mr. Sook vested 66,508 PSUs as of March 2, 2026 and will vest in 66,510 PSUs on March 3, 2027, subject to his continued employment through such date (subject to certain termination provisions).

  156. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of our Named Executive Officers has entered into an employment agreement with the Company (see “Employment Agreements” in this Proxy Statement). Included in each employment agreement are provisions regarding termination of employment, including termination in connection with a change in control of the Company, as set forth below. Each NEO’s employment agreement also contains a one-year post-employment non-compete and a perpetual non-disclosure obligation.

  157. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the total annual compensation of our median employee and the total annual compensation of our Chief Executive Officer for 2025: • The total annual compensation of the median employee identified at our Company, other than our Chief Executive Officer, was $64,536 using the definition of total annual compensation in accordance with Item 402(c)(2)(x) under the Securities Act of 1933. • As indicated in the Summary Compensation Table above, our Chief Executive Officer’s annual total compensation was $39,509,740, using the same definition of total annual compensation we used to calculate the median employee’s total annual compensation. • The ratio of the annual total compensation of our Chief Executive Officer to the total annual compensation of our median employee was 612 to 1. For 2025, there have been no changes that we reasonably believe would significantly affect our pay ratio disclosure, since there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. As a result, we continue to use our median employee identified for 2024 for our pay ratio analysis. In order to identify the median employee for 2024, the following were considered: • We selected December 20, 2024 as the date on which to determine our median employee, which is a date within the last three months of 2024. The Company previously used November 25 as the determination date for identifying the median employee. The change in the determination date to December 20 for the 2024 median employee determination was made for administrative ease and does not significantly affect the composition of the employee population. • We included all 13,002 of our full-time, part-time and temporary workers employed on December 20, 2024 to determine our employee population, all located in the United States. • We identified the median employee on the basis of our employee population’s gross taxable compensation and wages, as compiled from our payroll records. No adjustments were applied for purposes of determining the median employee, such as employees who were only employed for only part of the year or on unpaid leave of absence at some point during the year. We selected base salary and base wages as readily available information of base pay that represents the principal form of compensation to all our employees. We believe these pay components reasonably reflect their annual compensation. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  158. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and with Item 402(v) of Regulation S-K, we provide the following disclosure regarding “executive compensation actually paid” (CAP), calculated in accordance with the SEC rules, and certain Company performance for the years listed below.

  159. Pay Versus Performance

    | Nexstar Media Group, Inc. | 75 | 2026 Proxy Statement |

  160. Pay Versus Performance

    This disclosure was prepared in accordance with the requirements of Item 402(v) and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to Company performance, or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For example, the Compensation Committee does not use CAP as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executive’s incentive compensation. Please refer to our Compensation Discussion and Analysis for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its compensation decisions. The information provided under this Pay versus Performance section will not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates it by reference.

  161. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(2) (c) | Average Summary Compensation Table for Non-PEO NEOs(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs(2) (e) | Total Stockholder Return (f) | Peer Group Total Stockholder Return(3) (g) | After Tax Net Income (in millions) (h) | Adjusted EBITDA (in millions) (i)(4) | | 2025 | $39,509,740 | $46,541,858 | $4,566,462 | $5,847,306 | $217 | $113 | $83 | $1,561 | | 2024 | 35,873,916 | 44,261,401 | 4,413,675 | 4,568,815 | 162 | 83 | 683 | 2,004 | | 2023 | 29,111,039 | 27,390,527 | 3,736,527 | 3,436,887 | 154 | 68 | 270 | 1,469 | | 2022 | 39,318,892 | 44,590,917 | 2,405,595 | 3,205,364 | 167 | 75 | 944 | 2,223 | | 2021 | 21,145,853 | 36,963,649 | 2,395,200 | 4,041,589 | 141 | 102 | 830 | 1,905 |

  162. Pay Versus Performance

    (1) Perry A. Sook served as the Company’s PEO (Chairman and Chief Executive Officer) for each year presented. The dollar amounts shown in column (b) are the amounts of total compensation reported for Mr. Sook for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the SCT in each applicable year. The individuals comprising the non-PEO NEO for each year presented are listed below:

  163. Pay Versus Performance

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Michael Biard(5) | Michael Biard(5) | Michael Biard(5) | Thomas E. Carter(5) | Thomas E. Carter | | Lee Ann Gliha | Lee Ann Gliha | Lee Ann Gliha | Lee Ann Gliha | Lee Ann Gliha | | Sean Compton | Sean Compton | Dana Zimmer | Dana Zimmer | Dana Zimmer | | Dana Zimmer | Dana Zimmer | Michael Strober(6) | Andrew Alford | Andrew Alford | | | | | Sean Compton | Sean Compton |

  164. Pay Versus Performance

    (2) The dollar amounts shown for CAP in columns (c) and (e) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the PEO and non-PEO NEOs. The following is a reconciliation of the “Total” column of SCT and the CAP for the year ended December 31, 2025. In calculating the CAP amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant.

  165. Pay Versus Performance

    | | 2025 | | | | PEO | Non-PEO NEOs | | Summary Compensation Table | $39,509,740 | $4,566,462 | | Less: Grant date fair value of equity awards made during the applicable year and unvested at applicable year end | (29,584,405) | (1,659,378) | | Plus: Year-end fair value of equity awards made during the applicable year and unvested at applicable year end | 34,446,185 | 1,895,475 | | Change in fair value of equity awards made in prior years and unvested at applicable year end | 1,994,021 | 656,510 | | Change in fair value of equity awards made in prior years and vested during applicable year | 176,317 | 388,237 | | Less: Fair value of equity awards made in prior years that are forfeited during applicable year | — | — | | Compensation Actually Paid | $46,541,858 | $5,847,306 |

  166. Pay Versus Performance

    | Nexstar Media Group, Inc. | 76 | 2026 Proxy Statement |

  167. Pay Versus Performance

    Represents the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group is comprised of the following publicly traded companies identified in Part II, Item 5. of our 2025 Form 10-K as of December 31, 2025: Gray Media, Inc., TEGNA Inc., Sinclair, Inc., The E.W. Scripps Company, Fox Corporation and Paramount Skydance Corporation. (4) For purposes of determining eligibility for annual cash bonus payments and performance vesting under performance-based restricted stock units, the Company uses its calculation of Adjusted EBITDA (which is calculated in a manner consistent with the calculation of EBITDA that is referenced in the employment agreement) which is the primary financial metric it uses in its annual and quarterly earnings releases. A reconciliation of Adjusted EBITDA to Net Income for the year ended December 31, 2025 can be found on the Company’s Q4 2025 earnings release filed with the SEC on February 26, 2026 (Exhibit 99.1 to Current Report on Form 8-K). (5) Effective August 21, 2023, Mr. Carter transitioned from his role as President and Chief Operating Officer to a role as a Senior Advisor, and Mr. Biard was appointed as President and Chief Operating Officer. (6) On December 31, 2024, Mr. Strober’s employment was terminated. The illustrations below provide a graphical description of the relationship between CAP (as calculated in accordance with SEC rules) and the information presented in the Pay versus Performance table. The Peer Group referenced in the “Company Cumulative TSR and Peer Group Cumulative TSR” table below is comprised of the same publicly traded companies as identified in Part II, Item 5. of our 2025 Form 10-K as of December 31, 2025: Gray Media, Inc., TEGNA Inc., Sinclair, Inc., The E.W. Scripps Company, Fox Corporation and Paramount Skydance Corporation.

  168. Compensation Actually Paid and Company Cumulative TSR

    Compensation Actually Paid and Company Cumulative TSR Compensation Actually Paid (in millions) $- $15 $30 $45 $60 2020 2021 2022 2023 2024

  169. Compensation Actually Paid and Company Cumulative TSR

    | Nexstar Media Group, Inc. | 77 | 2026 Proxy Statement |

  170. Compensation Actually Paid and Net Income(1)(2)

    Compensation Actually Paid and Net Income(1)(2) Company Cumulative TSR and Peer Group Cumulative TSR Compensation Actually Paid (in millions) $- $10 $20 $30 $40 $50 2020 2021 2022 2

  171. Compensation Actually Paid and Net Income(1)(2)

    | Nexstar Media Group, Inc. | 78 | 2026 Proxy Statement |

  172. Compensation Actually Paid and Adjusted EBITDA(1)

    Compensation Actually Paid and Adjusted EBITDA(1) (1) The Company’s Net Income and Adjusted EBITDA are driven by political advertising revenue financial cycle, increasing in election years (even-numbered years) and decline in non-election years (odd-numbered years). (2) In 2025, the Company had an impairment of an unconsolidated investment which negatively impacted Net Income.