NEXSTAR MEDIA GROUP, INC. NXST

37% shingled-prose overlap between the two filings.

2025: 78,956 chars · 2026: 70,485 chars

• Committee Report:90% overlap (1,157 → 1,157 chars)
• Pay Ratio (Item 402(u)):71% overlap (3,702 → 3,666 chars)
• Say-on-Pay proposal:4% overlap (2,853 → 1,289 chars)

• changed2025 2024Executive Compensation Overview
• changedThis Compensation Discussion and Analysis describes the material elements of our executive compensation program for our principal executive officer, principal financial officer and three other most highly compensated executive officers during 2025 2024(collectively, our “Named Executive Officers” or “NEOs”).
• changedOur Named Executive Officers for 2025 2024are:
• new2025 Company Performance
• newIn 2025, we delivered another year of solid financial results, while taking bold steps to better compete with big tech and big media by reinforcing our position as the nation’s leading local broadcasting company through our acquisition of TEGNA Inc.
• newKey 2025 accomplishments included:
• new•Achieved annual net revenue of $4.9 billion, Adjusted EBITDA of $1.6 billion and Adjusted Free Cash Flow of $829 million.
• new•Entered into a definitive agreement to acquire TEGNA Inc. (“TEGNA”) for $6.2 billion in a transaction expected to be accretive to Nexstar’s standalone Adjusted Free Cash Flow.
• newThe transaction received the necessary regulatory approvals and closed on March 19, 2026.
• new•Renewed distribution agreements in the fourth quarter, covering more than 60% of our subscriber base.
• new•The CW achieved 19% total audience growth compared to the prior year and ranked as the tenth largest and second fastest growing ad-supported network overall.
• new•NewsNation posted its strongest year ever in total day, primetime, and daytime viewership and, in 2025 and was the fastest growing cable news network in the adult 25-54 demographic.
• new•In recognition of exemplary local reporting and programming, during 2025, Nexstar journalists and technical staff earned 532 awards, including 1 duPont-Columbia award, 1 Walter Cronkite award, 57 national and regional Edward R.
• newMurrow awards, 121 regional Emmy awards, 28 Associated Press awards and 324 state broadcasting association awards.
• changed•Returned $351 $820million of capital to stockholders shareholdersthrough repurchases of common stock of $125 $601million and dividends of $226 $219million supporting our commitment to the enhancement of stockholder shareholdervalue.
• new•Acquired the assets of WBNX-TV, an independent full power television station serving the Cleveland, OH market for a $22 million cash purchase price.
• newOn September 1, 2025, the station became affiliated with The CW.
• new•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.
• newDuring 2025, the Company repaid $185 million of its debt.
• changedNexstar Media Group, Inc. 42 2026 2025Proxy Statement
• changedRefer to Appendix B Afor a reconciliation of non-GAAP financial measures to their closest comparable GAAP measures.
• changedAt our annual meeting of stockholders in June 2025, 2024,our stockholders were asked to cast a non-binding advisory vote to approve our Named Executive Officers’ compensation for the year 2024 2023(“say-on-pay”).
• changedApproximately 95.5% 40%of the votes cast by our stockholders were in support of the compensation of our Named Executive Officers.
• newata sourced from 2024 proxy Summary Compensation Tables
• changedNexstar Media Group, Inc. 43 2026 2025Proxy Statement
• changedWhat 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 perquisitesPay dividends on equity-based awards before vestingProvide gross-ups for severance or change of control paymentsReprice 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)
• changedNexstar Media Group, Inc. 44 2026 2025Proxy Statement
• changedDuring 2025, 2024,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.
• changedOther than Meridian, no other compensation consultants provided services to the Compensation Committee during 2025. 2024.
• changedIn making compensation decisions for our Named Executive Officers in 2025, 2024,the “peer group” is comprised of the following companies (the “2025 “2024Peer Group”):
• newCharter 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)
• changed(1)Included for (2)Forpurposes of any TSR calculations in connection with PSU awards referencing the “peer group” list in this proxy statement, only. thesecompaniesshallbeexcluded.
• newNot considered for purposes of benchmarking NEO compensation.
• new(2)Included for purposes of benchmarking NEO compensation only.
• newNot included for purposes of any TSR calculations in connection with PSU awards referencing the “peer group” list in this proxy statement.
• changed2025 2024Peer Group Selection
• changedWe selected our 2025 2024Peer Group based on a number of factors with the primary factor being whether a company has business similarities to Nexstar.
• changedBecause Nexstar has increased its scale over the years through acquisitions, atthetimeofthe2024PeerGroupdeterminationmany of its traditional local broadcasting peers such as Gray Media, Inc., Sinclair, Inc., TEGNA Inc. (acquired by Nexstar on March 19, 2026), Inc.,The E.W.
• changedScripps Company, were – and currently are – considerablysmallerthantheCompany.
• changedNexstar Media Group, Inc. 45 2026 2025Proxy Statement
• newconsiderably smaller than the Company.
• changedAs a result, the Company also looked for tolarger companies with similar business models, such as Fox Corporation and Paramount Skydance Corporation, Global,which own television stations and cable networks like Nexstar does.
• changedOther companies which operate in the media industry more broadly, including Charter Communications, AMCNetworksInc., Comcast Corporation, ClearChannelOutdoorHoldings,Inc.,iHeartMedia, Inc., News Corp., Omnicom Group, Inc., Roku, NewsCorporation,TheInterpublicGroupofCompanies,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 2024Peer Group.
• newCertain 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.
• newScripps Company, and The Interpublic Group of Companies, Inc.
• changedNexstar Media Group, Inc. 46 2026 2025Proxy Statement
• changedThe Compensation Committee reviewed compensation levels for our Named Executive Officers for 2025 2024and considered various factors, including the executive’s performance, the compensation level of competitive jobs at peer companies and the financial performance of the Company.
• changedEach year, the Compensation Committee, in consultation with Meridian, reviews the CEO’s total cash compensation levels and Committeesets the amount of RSUs and PSUs to be granted to the CEO based on a review of peer group CEO compensation as well as the CEO’s and Company’s performance.
• newThe structure of the CEO’s long-term compensation beginning with fiscal year 2026 was amended in connection with his new employment contract.
• newThe changes are described below.
• newFor 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.
• changedRefer to Appendix B Afor the 2023 definition of Adjusted EBITDA and the current definition of Adjusted EBITDA, as well as reconciliations reconciliationto the most directly comparable U.S. GAAP measures. measure.
• changedFor 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. group.
• newRefer to Appendix B for the definition of Adjusted Free Cash Flow, as well as reconciliations to the most directly comparable U.S. GAAP measures.
• changedNexstar Media Group, Inc. 47 2026 2025Proxy Statement
• changedThe compensation mix delivered in 2025 2024to the CEO and other NEOs based on the values disclosed in the Summary Compensation Table, was as follows:
• new30%
• changedNexstar Media Group, Inc. 48 2026 2025Proxy Statement
• changedCOMPONENTS OF COMPENSATION, RATIONALE AND PROCESS Component CEO Other NEOs Base SalaryCashFixed •To provide competitive fixed pay for job responsibilities•No contractual increases; Any increases are discretionary and determined annually by the Compensation Committee•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 •To provide competitive fixed pay for job responsibilities•No contractual increases; New contracts and any proposed annual increases as determined by the CEO are discretionary and approved by the Compensation Committee in connection with the annual budget approval process, or ad hoc, as necessary BonusCashPerformance Metric and Discretionary Components •Structured to incentivize financial performance for key financial metrics at or above Board-approved budgeted levels•Performance Metrics and Weighing:– 35% based on Adjusted EBITDA,– 35% based on Net Revenue, and– 30% based on individual performance•Target: 200% of Base Salary•Payout Leverage: 0% to 200% of Target depending on achievement levels•Compensation Committee certifies achievement of financial performance metrics and determines discretionary payout based on key accomplishments and approves overall payout•Total CEO compensation annually reviewed (but subject to the terms of the employment agreement) by the Compensation Committee with market and other perspective provide by Meridian •Structured to incentivize financial performance for key financial metrics at or above Board-approved budgeted levels•Performance metrics typically based on Company-wide or specific division Adjusted EBITDA, Net Revenue and individual performance– For COO: 65% 50%based on Adjusted EBITDA and 35% 50%based on individual performance– For CFO: 50% based on Net Revenue or Adjusted EBITDA and 50% based on individual performance– For President, Networks: 30% 35%basedonNetworksAdjustedEBITDA,35%based on NetworksNet Revenue or Adjusted EBITDA and 70% 30%based on individual performance– For President, Distribution and Strategy: Distribution:100% based on individual performance, informed in part by Company Adjusted EBITDA or Company Net Revenue•Target: – For COO: 125% of Base Salary– For CFO: 100% of Base Salary or such other amount up to 150% of Base Salary as approved by CEO and Compensation Committee
• changedNexstar Media Group, Inc. 49 2026 2025Proxy Statement
• changedCOMPONENTS 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 UnitsEquityTime-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 award•VestingPeriod: 2 Years, Ratable annually in 2025 and 3 Years, ratable annually in 2026•Compensation annually•CompensationCommittee 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 4Years, Ratable•Reflects 50% of equity award•CEO recommends annual grants to Compensation Committee which reviews and approves all grants grants•Structurerevisedin2025toreflect3-yearannuallyratablevestingPerformance Restricted Stock UnitsEquityPerformance 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 award•PerformanceMetric: Relative TSR for the 2025 award and Relative TSR and Adjusted Free Cash Flow, weighted 50% each, for the 2026 award •Measurement TSR•MeasurementPeriod: 1 Year for 2025 award and Year;1measurement•VestingPeriod:2 Years, measured Ratableannually•PayoutLeverage:0%to200%ofTargetdependingon a cumulative basis for 2026 achievementlevels(Threshold:35thpercentile,Target:51stpercentile,Stretch:66thpercentile;Max:81stpercentile)•CompensationCommitteeannuallysetstargetaward dollaramount•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% Metric:−ForCOO:Relative TSR−ForCFO:AchievingmidpointofpeerTSR ranking−ForPresident,Networks:Achieving90%ofbudgetednetrevenueand 50% cumulative Adjusted Free Cash Flow•Measurement Period: 2 Years; Measured on a cumulative basis•Vesting Period: 3 Years, Cliff vesting•Payout Leverage EBITDAfor Relative TSR Component: thenetwork’sdivision−ForPresident,Distribution:Achieving95%ofbudgeteddistributionrevenue
• changedNexstar Media Group, Inc. 50 2026 2025Proxy Statement
• changedCOMPONENTS OF COMPENSATION, RATIONALE AND PROCESS Component CEO Other NEOs •Vesting •MeasurementPeriod: 2 1Year;Measuredeachyear•VestingPeriod:4Years, Ratable annually for 2025 award; and 3 Years, Cliff vesting for 2026 award•Payout annually•PayoutLeverage: 0% to 200% of Target depending on achievement levels (Threshold: 35th percentile, Target: 51st percentile, Stretch: 66th percentile; Max: 81st percentile)•Compensation Committee annually sets target 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 •Other changes applicable to 2026 grant (not described above): – Payout for Relative TSR component capped at the “target” level if absolute TSR is negative – For COO: 0% to 200% of Target depending on achievement levels (Threshold: 35th percentile, Target: 51st percentile, Stretch: 66th percentile; Max: 81st percentile)– For Other NEOs: 0% to 150% of Target depending on achievement levels (Threshold: 25th percentile, Target: 50thpercentile, Max: 75th percentile)– Payout capped at the “target” level if absolute TSR is negative•Payout Leverage for LTIP Adjusted Free Cash Flow: – 0% to 150% of Target depending on achievement levels (Threshold: 85%, Target: 100%, Max: 115%)•CEO None(allornothing)•CEOrecommends annual grants to Compensation Committee which reviews and approves all grants grants•Structurerevisedin2025toreflect3-yearvesting,a2-yearperformanceperiodand2metricsincludingrelativeTSRandcumulativeAdjustedFreeCashFlow,payoutleverageforotherNEOsfrom50-150%andacaponpayoutifabsoluteTSRisnegativeSeverance and Change in Control Provisions •Change-in-Control (“CIC”) cash severance double trigger •Cash severance: 2x base salary and target bonus•Automatic acceleration of equity vesting in the event of a qualifying termination or in the event of a change in control•No gross up of excise taxes •CIC cash severance double trigger for change in control event•Cash severance: − COO: 2x base salary and target bonus− Other NEOs: 1x base salary and target bonus•Automatic acceleration of equity vesting in the event of change of control•No gross up of excise taxes OtherPerquisites and other compensation, health benefits •Perquisites include use of a Company automobile, cell phone stipend, personal use of private plane stipend, and 401(k) plan•Health benefits are consistent with those provided to all employees of the Company •Perquisites include an automobile stipend, cell phone stipend, and 401(k) plan•Health benefits are consistent with those provided to all employees of the Company
• changedNexstar Media Group, Inc. 51 2026 2025Proxy Statement
• changedAs of December 31, 2025, 2024,the annual base salary of each of the Company’s Named Executive Officers are as follows:
• newOur NEOs base salaries were not increased in 2025.
• changedThe targets and actual cash bonuses earned by our Named Executive Officers for the year 2025 2024are as follows:
• changedNEO Base Salary Target Bonus(% of Base Salary) Financial Weighting DiscretionaryWeighting WeighingDiscretionaryWeighingFinancialPerformance(% of Target) DiscretionaryPerformance(% of Target) Bonus Payout Perry A.
• changedSook $3,000,000 200% 70% 30% 97% 150% $6,785,072 78%95%$5,001,668Chairman and Chief Executive Officer Michael Biard 2,000,000 125% 65%(a) 35%(a) 98% 125% 2,678,993 50%50%74%95%2,106,497President and Chief Operating Officer Lee Ann Gliha 1,000,000 100% 50% 50% 100% 150% 1,250,000 95%975,000EVP and Chief Financial Officer Dana Zimmer 1,200,000 100% N/A 100% N/A 110% 1,320,000 95%1,140,000President, Distribution and Strategy Sean Compton 1,000,000 100% 30%(b) 70%(b) 70%30%100% 110% 1,070,000 95%985,000President, Networks
• new(a)In 2025, Mr. Biard’s bonus was calculated based on 65% financial components and 35% discretionary components.
• newThis is a change from 2024, when his bonus was calculated based on 50% financial components and 50% discretionary components.
• newThis change was contemplated in connection with Mr. Biard’s employment contract which commenced in August 2023.
• newThe 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.
• new(b)In 2025, Mr. Compton’s bonus formulation was adjusted to better align his financial targets with the other NEOs.
• newHis 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.
• newHis 2025 discretionary targets included a number of goals regarding the businesses he oversees as described herein.
• changedNexstar Media Group, Inc. 52 2026 2025Proxy Statement
• changedAnnual Bonus Opportunity and 2025 2024Actual Results – Mr. Sook
• changedAs provided in his employment agreement, as amended on August 1, 2022 (which was further amended effective April 1, 2026), 2022,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.
• changed(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.

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