UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Nexstar Media Group, Inc.

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April 30, 2025

Dear Fellow Shareholders,

I founded Nexstar Media Group nearly 30 years ago, building the Company through a series of more than 40 broadcast acquisitions to create America’s largest local broadcast television company. Our M&A activity during this period, primarily from 2011 to 2019, included the approximately 35% free cash flow accretive Media General transaction in 2017, which more than doubled the size of the Company, and culminated in the $7 billion, 60% free cash flow accretive acquisition of Tribune Media Company which almost doubled Nexstar’s size yet again. The operational and financial benefits of these strategic, accretive transactions have enabled Nexstar shares to emerge as one of the top-performing stocks in the United States.

$200.00 $150.00 $100.00 $50.00 $ NDST IPO 11/24/03 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Current 04/2025

Today, our scale and strong operating principles have allowed us, in the face of a dynamic market environment, to “bend the curve” in our favor, as we generated record net revenue of $5.4 billion in 2024. As we look into 2025 and beyond, we see the media landscape beginning to evolve in ways that will benefit our Company, including reduced subscriber attrition in the multi-channel pay television universe, increased focus on the expanded reach that broadcast television brings to sports and other programming, and, importantly, deregulation.

Over the last five years we have not completed any large acquisitions, as the Tribune transaction extended the reach of our TV station portfolio to 39% of the television households in the United States (as defined by the FCC), the maximum allowed by law. Since then, we’ve completed several smaller acquisitions and, given the ownership limits, and we’ve accretively acquired our own broadcast portfolio through the repurchase of over one-third of our shares outstanding.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT TABLE OF CONTENTS

PROXY SUMMARY

This Proxy Statement is furnished in connection with the solicitation by and on behalf of the Board of Directors (the “Board” or “Board of Directors”) of Nexstar Media Group, Inc., a Delaware corporation (“Nexstar,” the “Company,” “our,” “us,” or “we”), of proxies for use at Nexstar’s Annual Meeting of Stockholders.

The proxy summary highlights certain information contained in this Proxy Statement. Stockholders are encouraged to read the entire Proxy Statement and the 2024 Annual Report on Form 10-K (the “2024 Form 10-K”) carefully before voting.

Annual Meeting Information

For details on attending the Annual Meeting, proxy materials and voting, refer to section below titled “General Information.”

Proposals and Voting Recommendations

Stockholders will be asked to vote on the following matters at the Annual Meeting:

Key Highlights

Nexstar Has a Track Record of Stockholder Friendly Actions

Nexstar Sustainability and Governance At-A-Glance

(1) Refers to directors standing for re-election at the Annual Meeting.

Nexstar Sustainability and Governance At-A-Glance (continued)

Nexstar Sustainability and Governance At-A-Glance (continued)

ENIOR EXECUTIVE COMPENSATION AND POLICIES (continued)

GENERAL INFORMATION

Proxy Materials

To expedite delivery, reduce our costs and decrease the environmental impact of our proxy materials, we used “Notice and Access” in accordance with the U.S. Securities and Exchange Commission (“SEC”) rule that allows companies to furnish their proxy materials over the internet. On or about April 30, 2025, we are first sending a Notice of Internet Availability of Proxy Materials to our stockholders of record.

The following proxy materials can be accessed by visiting www.proxyvote.com and entering the 16-digit control number found in the Notice of Internet Availability of Proxy Materials or proxy card (if printed copy of the proxy materials is received by stockholder):

Attending the Annual Meeting

The virtual Annual Meeting will begin promptly at 10:00 a.m. CDT on June 17, 2025 and will be conducted via live webcast. Online check-in will begin at 9:45 a.m. CDT.

Stockholders will be able to participate at the Annual Meeting by visiting www.virtualshareholdermeeting.com/NXST2025 and entering the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials or proxy card (if printed copy of the proxy materials is received by stockholder).

Voting Securities

Stockholders of record as of the close of business on April 21, 2025 may vote at the Annual Meeting. On that date, there were 30,188,767 shares of the Company’s common stock, par value $0.01 (“Common Stock”), outstanding. The holders of Common Stock are entitled to one vote per share. Holders of our preferred stock, of which there are no shares outstanding, have no voting rights.

Under the Company’s Second Amended and Restated Bylaws, adopted as of January 26, 2023 (the “Bylaws”), the holders of a majority of the voting power of the outstanding shares of capital stock entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority to vote your shares on Proposal 3 even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote either on Proposals 1 or 2 without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

There is no cumulative voting.

Voting Instructions

The proposals to be voted on at the Annual Meeting are outlined above in the proxy summary on page 1.

For Stockholders Registered with Equiniti

Stockholders whose shares are registered directly in their name with Nexstar’s transfer agent, Equiniti Trust Company, LLC (“Equiniti”), can vote in one of the followings ways:

Stockholders may revoke their proxy and change their vote in one of the following ways:

Internet and telephone voting are available until 11:59 p.m., Eastern Daylight Time, on June 16, 2025. Votes returned in the enclosed postage paid envelope by June 16, 2025 will be processed, but votes received after that date will not.

Shares of Common Stock represented by a properly executed proxy that are received by Nexstar prior to the Annual Meeting, will, unless validly revoked, be voted in accordance with the instruction given on such proxy. If a stockholder voted by signing and returning the proxy card via mail and no instructions are indicated, the shares represented by such proxy will be voted FOR proposals 1, 2 and 3.

For Stockholders in Street Name

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name. You will receive instructions from your broker, bank or nominee that you must follow in order to submit your voting instructions prior to the virtual Annual Meeting. For stockholders who wish to vote online at the virtual Annual Meeting, refer to the section above titled “Attending the Annual Meeting” for information.

GOVERNANCE PROPOSAL

PROPOSAL 1

ELECTION OF DIRECTORS

Summary

Our Board currently has 10 members, of which nine members are standing as nominees for election at the Annual Meeting. Each director nominee will serve a one-year term or until a successor is elected and qualified or until their earlier resignation or death. As previously announced by the Company, Mr. Dennis J. FitzSimons will not stand for reelection and his service will end at the Annual Meeting, upon which the size of the Board will be reduced to nine.

Voting

Each director shall be elected by a majority of the votes cast. Stockholders may cast their votes (i) “for” the nominee, (ii) “against” the nominee or (iii) abstain. A majority means that the number of shares voted “for” a nominee’s election must exceed the number of votes cast “against” that nominee’s election. Votes for and against a nominee’s election will count in the tabulations of votes cast on that nominee’s election. Abstentions and broker non-votes will not count on the tabulations of votes cast on a nominee’s election, will not be counted as a vote cast either “for” or “against” a nominee election and will therefore not affect the outcome of such vote.

If a proxy is signed and returned, but does not specify how the shares represented by the proxy are to be voted

with respect to the election of directors, the proxy will be voted to elect as directors all of the nominees named

herein.

Board Recommendation

Our Board Nominees

Board Independence Board Tenure Board Composition Chairman (1),11% Independent Board Members (8), 89% 12+Years, 4 0-6 Years, 3 7-12 Years, 2 Men 67% Women 33%

Board Nominee Background and Experience

The following table provides information regarding our Board nominees as of April 30, 2025, including certain types of knowledge, skills, and business experiences, which our Board believes are relevant to our business and industry. Three of our nine Board nominees are women and two of our nine Board nominees are members of an ethnic/racial minority.

COMPENSATION PROPOSAL

PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Summary

As required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors is asking stockholders to cast an advisory, non-binding vote to approve the compensation of our Named Executive Officers, as disclosed in this Proxy Statement. While this vote is non-binding, the Board of Directors values the opinions of Nexstar’s stockholders and will consider the outcome of the vote when making future compensation decisions. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and procedures described in this Proxy Statement.

Background

The Compensation Committee oversees the executive compensation program including adopting changes to awarding compensation as appropriate to reflect Nexstar’s circumstances. The information provided in this Proxy Statement demonstrates that Nexstar’s executive compensation program is designed appropriately and is working to ensure that management’s interests are aligned with its stockholders’ interests to support long-term value creation and will attract and retain appropriate talent.

Voting

This vote is advisory only and non-binding on the Board of Directors. The Board of Directors will receive the vote tally and will consider the results of the vote, along with other relevant factors, in its assessment of executive compensation. Votes may be cast “for” or “against” such proposal. Stockholders may also abstain from voting. Votes “for” or “against” this proposal and abstentions will count in the tabulations of votes cast on this proposal, while broker non-votes will not be counted as votes cast on this proposal and will have no effect on the voting results.

Board Recommendation

AUDIT PROPOSAL

PROPOSAL 3

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Summary

Subject to ratification by the stockholders, the Audit Committee of the Board of Directors has selected the firm of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 1997. If the stockholders do not ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm, the selection of such independent registered public accounting firm will be reconsidered by the Audit Committee.

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and will be available to respond to appropriate questions from stockholders.

Voting

The ratification of the selection of our independent registered public accounting firm requires the affirmative vote of a majority of the shares of stock present in person or represented by proxy at the meeting and voting thereon. Votes may be cast “for” or “against” such ratification. Stockholders may also abstain from voting. Votes “for” or “against” this proposal and abstentions will count in the tabulations of votes cast on this proposal. Abstentions will be counted as votes cast on this proposal and will have the same effect as votes “against” this proposal. If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority to vote your shares on this proposal even if the broker does not receive voting instructions from you, and therefore no broker non-votes are expected in connection with this proposal.

Board Recommendation

CORPORATE GOVERNANCE

Highlights

The Company has established corporate governance practices and a structure that we believe provide significant protections for stockholders. These include:

Board of Directors Overview and Structure

Responsibilities

The business and affairs of the Company are managed by or under the direction of the Board of Directors. The Board of Directors executes its oversight as a whole and through its committees including the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. As a whole, among other responsibilities and actions, the Board of Directors attend regular Board meetings to discuss and review the Company’s strategy, operations, financial results and financial plan. The Board annually approves our operating and capital budget, reviews our capital allocation plan, authorizes our share repurchase plan and any quarterly dividend payments and approves significant mergers and acquisitions.

Risk Oversight

As described more fully in the “Risk Factors” section to the Company’s 2024 Form 10-K, the Company’s management and Board of Directors manage a variety of internal and external risks. The Board of Directors and its committees play a vital role in managing the risks facing our Company.

Leadership Structure and Policy to Separate Chair and CEO

The Board of Directors has the responsibility for selecting the appropriate leadership structure for itself and for the Company. The Board of Directors considers many factors, including the specific needs of the business and the best interests of the Company’s stockholders in determining the most appropriate structure for itself and the Company. Our current Board of Directors leadership structure is comprised of a combined Chairperson of the Board and Chief Executive Officer and Board committees comprised of only independent directors. Under NASDAQ Listing Rules, our independent directors are Messrs. Armstrong, Grossman, Muse, FitzSimons, McMillen and Wells and Mses. Aulestia, Johnson and McNabb.

The Board of Directors believes that Mr. Sook’s service in the combined Chairperson and Chief Executive Officer role is in the best interest of both the Company and its stockholders. As of December 31, 2024, Mr. Sook is the Company’s third largest shareholder. He has a vast knowledge of television broadcasting and is a recognized leader in this industry. He understands the opportunities for and issues facing the Company and by serving in this dual role he is able to effectively focus the Board of Directors’ attention on these matters. In this combined capacity, he speaks clearly with one voice in addressing the Company’s various stakeholders such as customers, suppliers, employees, and the investing public. However, pursuant to a policy adopted by the Board of Directors in 2024, once Mr. Sook leaves the Company and the Board, the roles of Chairperson of the Board of Directors and Chief Executive Officer of the Company may not be held by the same individual.

All of the Company’s directors, except for the Chair, are independent. The Board of Directors has not designated one of the independent directors as a “lead independent director” because each independent director is fully and effectively involved in the activities and issues relevant to the Board of Directors and its committees. The independent directors prefer not to place one individual between themselves and the Chair of the Board and Chief Executive Officer and other management as they believe this will diminish their active engagement. The independent directors continually demonstrate the ability to exercise their fiduciary responsibilities to the Board of Directors and make independent decisions.

Director Engagement

To ensure satisfactory engagement, the Board of Directors has a policy that:

In addition, the Nominating and Governance Committee, at least annually, reviews all directors’ service on the boards and in the employment of other companies. Each director is required to advise the Chair of the Nominating and Governance Committee in advance of accepting an invitation to serve as a board member or employee of any company or organization other than a non-profit company or organization which is local in nature and unlikely to require a substantial time commitment.

Board of Directors Self-Evaluation

The Board periodically conducts a self-evaluation which assesses the Board’s effectiveness regarding its Board and committee meetings, membership and leadership, relationship with management and compensation, among other targets. The Board reviews the self-evaluation and makes changes as a result, if warranted.

Board Attendance

As summarized in the table below, the incumbent members of the Board of Directors attended 96%, on average, of the total number of meetings of the Company’s Board of Directors and committees of the Board of Directors on which they serve, with each incumbent director attending at least 89% of the meetings. The Board of Directors has not adopted a formal policy with regard to director attendance at the annual meeting of stockholders. Mr. Sook attended and presided over the 2024 Annual Meeting of Stockholders.

Committees of the Board of Directors

The Board of Directors currently has three standing committees with the following members:

As required by the rules and regulations of the NASDAQ Stock Market, we maintain a majority of independent directors on the Board of Directors and the compensation of our executive officers and the nomination of directors are determined by independent directors. All members of the Board committees are independent.

The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee each operate under a written charter. A copy of each charter is available through our website at www.nexstar.tv. Our website address in this Proxy Statement is included as an inactive textual reference only and the information contained on or accessible through our website does not constitute a part of and is not incorporated by reference into this Proxy Statement.

Committee Rotation

The Nominating and Governance Committee is responsible for evaluating and making recommendations to the Board regarding appointment of directors to its committees and the selection of committee chairs including any required qualifications as well as criteria to evaluate the effectiveness of each committee. While there is no stated policy regarding committee rotation, it has been the Board’s practice to regularly reassess committee appointments in connection with its ongoing Board refreshment process. For example, in 2024 when Ellen Johnson, CFO of The Interpublic Group of Companies, Inc., joined the Board she was appointed to the Audit Committee and Lisbeth McNabb moved from the Audit Committee to fill an open spot on the Nominating and Governance Committee. (Following the announcement of the retirement of Mr. FitzSimons from the Board, Ms. McNabb has been appointed to serve on the Audit Committee upon the effectiveness of Mr. FitzSimons’ retirement.) In addition, the Board considers the results of feedback from its periodic self-assessment, from the feedback from the Company’s annual stockholder outreach and in the election results from each Annual Meeting when assessing the need for committee rotation and/or committee effectiveness. In general, the Board

does not believe that too frequent, too infrequent or reactionary changes in committee assignments are in the best interest of the Company or its stockholders.

The Audit Committee’s functions include:

The Chair of the Audit Committee is Geoff Armstrong. The Board of Directors has determined that Mr. Armstrong, Ms. Johnson and Ms. McNabb are “audit committee financial experts” in accordance with the applicable rules and regulations of the SEC.

For more information regarding the Audit Committee, please refer to the “Audit Committee Report” in this Proxy Statement.

The Compensation Committee’s functions include:

Compensation Philosophy

The primary objectives of the Compensation Committee in determining total compensation (both salary and incentives) of the Company’s executive officers, including the Chief Executive Officer, are to (i) attract and retain talented and highly qualified executives in the competitive diversified media and television broadcasting industry by providing a total compensation package that includes a combination of elements which are at or above competitive opportunities, (ii) tie executive compensation, both short and long-term elements, to the Company’s overall performance and specific attainment of long-term strategic goals, (iii) provide executives with long-term incentive for future performance that aligns with stockholder interests and maximizes stockholders value over the long-term, and (iv) set executive compensation at responsible levels to promote fairness and equity among all employees within our organization.

For more information on the compensation decisions made by the Committee for 2024, refer to the Compensation Discussion and Analysis below.

Compensation Committee Interlocks and Insider Participation

Bernadette S. Aulestia, Jay M. Grossman and Tony Wells served on the Compensation Committee during 2024. None of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee.

The Nominating and Corporate Governance Committee’s functions include:

Criteria for Directors

The Nominating and Corporate Governance Committee Charter sets forth the criteria for its directors for reelection and nomination. Those criteria include:

There is no formal policy governing diversity of the Board of Directors and the selection of its members. The

Nominating and Corporate Governance Committee defines Board diversity broadly to mean that the Board of

Directors is comprised of individuals with a variety of perspectives, industry experience, personal and

professional backgrounds, skills and qualifications.

Board Refreshment

Over the past several years, the Board of Directors has enacted a board refreshment plan in order to bring some fresh perspectives to the Board, reduce the average tenure of its members, and increase and diversify the knowledge and skill set of its members. Key refreshment actions include:

Compensation of Directors

Overview of Compensation and Procedures

Nexstar employees do not receive additional compensation for their services as directors. Accordingly, Mr. Sook serves on the Board of Directors without additional compensation. In 2024, each non-employee director received annual cash compensation of $100,000 for their services as a director, pro-rated for any partial fiscal year during which the director served on the Board of Directors. Each non-employee director also received cash compensation of $15,000, $10,000 or $10,000 for service in the Audit, Compensation or Nominating and Corporate Governance Committee, respectively. The Audit, Compensation and Nominating and Corporate Governance Committee Chairpersons received additional cash compensation of $12,500, $10,000 and $7,500, respectively. In March 2024, each of our non-employee directors also received a retainer in the form of time-based restricted stock units, pro-rated for any partial fiscal year during which the director served on the Board of Directors, as described in the tables below. Non-employee directors do not receive payments for their attendance at Board or Committee meetings. However, we reimburse our directors for business related travel expenses.

2024 Director Compensation Table

The following table sets forth information concerning compensation to each of our independent directors during the year ended December 31, 2024:

STOCKHOLDER OUTREACH

2024 Stockholder Outreach

During 2024 and 2025, we conducted an extensive outreach to our stockholders to engage on issues of importance to them leading up to the filing of our 2025 Proxy, focusing on their feedback regarding executive compensation following the 2024 stockholder vote. We contacted stockholders representing 91% of our shares outstanding as of February 27, 2025 and conducted virtual meetings with stockholders representing 59% of our shares outstanding. A member of the Compensation Committee of our Board of Directors was present on calls with stockholders representing 45% of our shares outstanding, or 84% of the calls we conducted. Some stockholders declined our offer for a call as in their view, they were satisfied with the Company’s performance and governance and sustainability initiatives and had nothing specific to communicate to the Company.

The following table sets forth the statistics regarding our annual stockholder outreach based on a total number of shares outstanding of 30,509,206 as of February 27, 2025 and shares outstanding for stockholders based on the most recent Schedule 13G or Form 13-F filing.

Response to Stockholder Outreach
By % of Shares Outstanding as of 2/27/25

Not Contacted, 9% Did Not Respond, 18% Responded but Did Not Need a Call, 14% Took a Call, 59%

On each virtual meeting, we provided stockholders with an update on our sustainability initiatives, a detailed explanation of our historical and new compensation practices regarding LTIP structure and offered stockholders an opportunity to communicate any issues or concerns they might have.

As to be expected, each stockholder had slightly different thoughts and objectives they wanted to convey. We tracked the responses from each stockholder and compiled the comments related to compensation into a table. We address in this proxy statement comments that were raised by (i) more than two stockholders and (ii) represented in aggregate more than 10% of our shares outstanding.

All stockholder feedback and commentary (with no limitation) was compiled and reported to our Board of Directors and Compensation Committee.

The following table sets forth the most common stockholder input we received as well as our responses:

Note: Represents comments made by more than two stockholders and representing, in aggregate, more than 10% of our shares outstanding.

Response from Stockholders on “Say-on-Pay” During Outreach

As part of the conversations with our stockholders, we outlined our plan to adjust the structure of the non-CEO senior executive LTIP. Based on stockholders’ initial feedback on those calls regarding the changes to the structure of the non-CEO NEO LTIP alone, 17 of the 25 stockholders we interviewed, provided feedback that they believed the changes we made will be viewed as responsive to stockholder concerns. Of the remaining 8 stockholders, 7 did not provide feedback and only 1 was not supportive. We believe the additional agreement by Mr. Sook subsequent to our stockholder outreach process to include certain concepts requested by stockholders in his next CEO contract, if any, detailed in the table above will be viewed as responsive.

EXECUTIVE OFFICERS

The current executive officers of the Company are:

Perry A. Sook — Biographical information for Mr. Sook can be found under “Proposal 1—Election of Directors.”

Michael Biard was appointed President and Chief Operating Officer in August 2023. Mr. Biard is responsible for oversight of divisional operations, long-term strategy, and various corporate and administrative functions, including broadcasting, networks, distribution, and advertising sales. Prior to joining Nexstar, Mr. Biard served as President, Operations and Distribution, for Fox Corporation, overseeing Fox’s studio operations and corporate real estate; serving as a member of the senior team responsible for sports rights strategy and acquisition; and leading multi-platform content distribution, including distribution strategy, affiliate marketing and affiliate-related business affairs and operations for all of its media brands from November 2018 to August 2023. From November 2013 to October 2018, Mr. Biard served as President, Distribution for Fox Networks Group, a division of 21st Century Fox. Mr. Biard is a member of the board of directors of the National Association of Broadcasters.

Lee Ann Gliha was appointed Executive Vice President and Chief Financial Officer in August 2021. Ms. Gliha oversees all financial aspects of the Company’s business, including internal and external financial reporting, internal audit, investor relations, and treasury and capital markets functions, and has a prominent role in strategic planning, business development, and mergers and acquisitions. From April 2016 to July 2021, Ms. Gliha served as a Managing Director at Jefferies LLC (“Jefferies”). Prior to joining Jefferies, Ms. Gliha worked as an investment banker at Houlihan Lokey focused on the media and out-of-home entertainment sectors from 2008 to 2016 most recently as Managing Director. Before joining Houlihan Lokey, Ms. Gliha held a variety of positions of increasing responsibility in the banking and finance industry at companies such as UBS Investment Bank and Banc of America Securities. She also previously worked at Live Nation, Inc., where she served as Executive Vice President of Corporate Finance from 2006 to 2008 and was responsible for the company’s mergers and acquisitions, financing, and investor relations functions. Ms. Gliha is a member of the board of directors of the National Hot Rod Association and the management committee of Television Food Network, G.P., the owner of the Food Network and the Cooking Channel.

Andrew Alford was appointed President, Broadcasting in June 2021. He is responsible for the Company’s local television and digital operations including content and sales. From August 2017 until his current appointment, Mr. Alford served as a Senior Vice President and Regional Manager at Nexstar. Between 2014-2017, Mr. Alford was Vice President and General Manager of WFLA-TV and WTTA-TV, Tampa’s NBC and MyNet affiliates. Before moving to Tampa, he served as Vice President of Sales for Media General, Vice President and General Manager of WTEN-TV, an ABC affiliate, in Albany, NY and WXXA-TV, a Fox affiliate, under a shared services and joint sales

agreement. Prior to Albany, Mr. Alford spent a total of seven years at WGCL-TV in Atlanta, most recently as Vice President and General Manager. He has also served in broadcast management roles in the Orlando, FL, Syracuse, NY and Rochester, NY markets.

Sean Compton was appointed President, Networks in November 2020. He is responsible for the long-term strategy and day-to-day operations of The CW Network, NewsNation, Antenna TV, REWIND TV, Nexstar programming acquisitions, The Hill and WGN Radio. Prior to joining Nexstar, Mr. Compton was President of Strategic Programming and Acquisitions for Tribune Company from 2008 to 2019 where he oversaw programming for 42 Tribune television stations and nationally distributed digital network Antenna TV. He also spent 16 years in radio at Clear Channel Radio & Premiere Radio Networks of which, he served as Vice President of programming for 10 years before joining Tribune.

Dana Zimmer was appointed President, Distribution and Strategy in October 2021. She oversees all distribution for the Company’s broadcast and television content portfolio to the cable, satellite, telco and digital media industries and network affiliation agreement with third-party partners, including CBS, Fox, NBC and ABC. Prior to joining Nexstar, Ms. Zimmer was President of Distribution and Marketing for Tribune Media Company from 2013 to 2019 where she served a similar role. She was a former Executive Vice President of TV Networks Distribution for NBCUniversal from 2011 to 2013. Ms. Zimmer also served as Executive Vice President, Affiliate Sales and Marketing for Comcast Networks from 2005 through January 2011. Prior to joining Comcast, Ms. Zimmer played an integral role on the launch teams that spearheaded successful distribution efforts of YES Network and SportsNet New York. Ms. Zimmer also worked in affiliate sales for Fox Cable Networks and Discovery Communications.

Brett Jenkins was appointed Executive Vice President and Chief Technology and Digital Officer in April 2023. Mr. Jenkins is responsible for the Company’s technology, data and digital operations as well as the development and deployment of ATSC 3.0. From 2017 to 2023, he served as Nexstar’s Chief Technology Officer. Prior to that role, Mr. Jenkins served as Vice President and Chief Technology Officer at Media General, overseeing the company’s information technology and engineering functions. Before joining Media General in 2014, he was Vice President Chief Technology Officer of LIN Media. He also held technology positions at ION Media Networks and executive positions for Thales Broadcast & Multimedia and Thomson. Mr. Jenkins currently serves on the Board of the Advanced Television Systems Committee (ATSC), an international, non-profit organization that develops standards for digital television.

Rachel Morgan was appointed Executive Vice President and General Counsel in June 2022. Ms. Morgan is responsible for the management of Nexstar’s legal affairs including overseeing the Company’s business transactions, regulatory filings, privacy and data security-related legal concerns, labor and employment issues, as well as intellectual property, and litigation matters. She also serves on the Nexstar Media Charitable Foundation Board. Prior to joining Nexstar, Ms. Morgan served as Vice President and Associate General Counsel for AT&T Services, Inc. Between 2012 and 2022, Ms. Morgan served in a variety of roles of increasing responsibility in the corporate legal department of AT&T. Before joining AT&T, Ms. Morgan spent almost fifteen years in private practice at two international law firms. Ms. Morgan is a member of The Dallas Bar Association’s Community Service Fund Board of Directors and serves as a trustee on the Dallas Bar Foundation Board.

Blake Russell was appointed Executive Vice President, Operations in February 2018. Mr. Russell is responsible for the Company’s technical and physical operations, including capital deployment. Prior to that, he served as Nexstar’s Senior Vice President, Station Operations from November 2008 to January 2018 and has served as Nexstar’s Vice President Marketing and Operations from October 2007 to October 2008. Before that, Mr. Russell served as Vice President and General Manager at KNWA (NBC) and KFTA (FOX) stations in Ft. Smith/Fayetteville,

Arkansas from January 2004 to September 2007 and as Nexstar’s Director of Marketing/Operations at KTAL (NBC) station in Shreveport, Louisiana from 2000 to 2003.

Gary Weitman was appointed Executive Vice President and Chief Communications Officer in September 2019. Mr. Weitman is responsible for all of the Company’s internal and external communications. He also serves as the Chief Operating Officer for the Nexstar Media Charitable Foundation. Prior to this, Mr. Weitman was a Senior Vice President, Corporate Relations at Tribune Media Company from 2008 to 2019 and was Vice President, Corporate Communications from 2000 to 2008. Prior to his work with Tribune, Mr. Weitman was Executive Director, Corporate Communications at Allied Riser Communications Corp., Senior Vice President, Media Relations at Hill and Knowlton, Inc., and earlier in his career, Mr. Weitman spent 15 years in broadcast journalism, holding positions of increasing responsibility at the CBS- and FOX-owned television stations in Chicago, IL.

Succession Planning

Senior management, together with the Nominating and Governance and Compensation Committees of the Board of Directors, is responsible for succession planning. Over the past several years, we hired or promoted a number of senior executives to replace retiring executives and position Nexstar for the future. These include:

To aid in the transition of these positions, we have typically had a period of overlap between the outgoing and incoming executives and/or retain the outgoing executive pursuant to a limited consulting arrangement.

We regularly review our management structure and succession plan in the ordinary course. As part of our ongoing planning, each senior executive is tasked with developing a succession plan for his/her own position as well as key positions with each of their respective organizations.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors establishes compensation policies, or, when appropriate, makes recommendations that the Board of Directors establish compensation policies for the directors and executive officers of Nexstar Media Group, Inc. (the “Company”), approves employment agreements with executive officers of the Company, administers the Company’s equity incentive plans and approves grants under such equity incentive plans and makes recommendations regarding any other incentive compensation.

In performing its oversight responsibilities of the design and functioning of the Company’s executive and director compensation program, the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for the year ended December 31, 2024 with the management of the Company. Based on this review and discussion, the Compensation Committee has recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the Annual Meeting of Stockholders.

Letter from the Chair of the Compensation Committee

April 30, 2025

Dear Shareholders,

I am the Chair of the Compensation Committee of Nexstar Media Group’s Board of Directors and the Chair of ABRY Partners, LLC, a private equity fund, which helped form Nexstar in 1996. I have served as a Board member and advisor to Nexstar since that time and have witnessed firsthand the incredible shareholder value created since the Company’s 2003 IPO.

In 2022 we structured the compensation package for our CEO’s current employment in consultation with Meridian Compensation Partners, a leading executive compensation consulting firm. We reviewed best practices for CEO compensation structures, acknowledging that “best practices” differ for founder CEOs. We believe the contract we entered into with Mr. Sook at the time addressed the then current executive compensation and governance expectations. As a shareholder, you know that Mr. Sook has performed, with his compensation consistently aligning with stock performance as outlined in more detail in this proxy statement.

I have had the pleasure and privilege of participating in our annual stockholder outreach calls for the past several years, including 20 calls since our 2024 proxy was filed. I have heard directly from you that our CEO is universally admired and respected. We agree and, like you, are focused on retaining and incentivizing Mr. Sook to drive value for Nexstar shareholders.

I also heard directly from you that you would prefer to modify certain elements of his LTIP awards to conform with what are today considered best practices (and which differ from those in 2022 when the current contract was entered into). These changes include increasing the length of the measurement and vesting periods, increasing the number of metrics by which vesting is achieved, and capping payouts related to TSR metrics if absolute TSR is negative. We agree that these are prudent changes to make to an LTIP program and, in response, have made all of these changes to the LTIP awards for our non-CEO NEOs and other senior executives. In addition, I am happy to inform you that upon any extension, renewal or replacement of his contract as CEO, which expires in March 2026, Mr. Sook has agreed to include these concepts in the structure of any new LTIP awarded to him.

Our objective as the Board and as the Compensation Committee is to make sure we have best-in-class executives leading the Company and to compensate them appropriately.

Sincerely,

Jay Grossman
Board Member and Chairperson, Nexstar Media Group, Inc. Compensation Committee

COMPENSATION DISCUSSION AND ANALYSIS

2024 Executive Compensation Overview

This 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 2024 (collectively, our “Named Executive Officers” or “NEOs”). This section also describes the objectives, principles and policies underlying our executive compensation program for our Named Executive Officers, the compensation decisions we have made under that program, and the factors considered in making those decisions. Our Named Executive Officers for 2024 are:

2024 Company Performance

Fiscal 2024 was another successful year for Nexstar as we delivered $5.4 billion in total net revenue – the highest in our Company’s 28-year history. The continued strength and consistency of our financial results and stockholder returns in the face of a dynamic market environment highlights the value of our business model and the advantages of our unique competitive positioning as America’s largest local television broadcaster. Broadcast television is the foundation for every multichannel pay television service and every political campaign.

During 2024, we delivered strong results across key financial performance metrics and achieved strategic operating goals, as follows:

Adjusted EBITDA and Adjusted Free Cash Flow are non-GAAP financial measures. Refer to Appendix A for a reconciliation of non-GAAP financial measures to their closest comparable GAAP measures.

Stockholder Say on Pay Frequency Vote

Pursuant to the result of our annual meeting of stockholders in June 2023 related to “Say-on-Frequency Proposal”, our stockholders will continue to cast a non-binding advisory vote to approve the compensation of our Named Executive Officers at a frequency of once every year.

Stockholder Say on Pay Vote

At our annual meeting of stockholders in June 2024, our stockholders were asked to cast a non-binding advisory vote to approve our Named Executive Officers’ compensation for the year 2023 (“say-on-pay”). Approximately 40% of the votes cast by our stockholders were in support of the compensation of our Named Executive Officers.

Summary of Key Actions Taken and Changes Made to Long-Term Incentive Program as a Result of Stockholder Feedback

Subsequent to our 2024 Annual Meeting and based on the results of our “say-on-pay” vote, we (i) engaged our compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to complete a comprehensive analysis of our short and long-term incentive plan design including in comparison to the 2024 Peer Group (as defined below in the section of this Compensation Discussion and Analysis entitled “Defining the Market – Benchmarking”) and (ii) conducted an extensive stockholder outreach program to gather feedback from our stockholders, as discussed above in the section entitled “Stockholder Outreach—2024 Stockholder Outreach.” Using these insights, we have made a number of changes to the long-term incentive compensation program (LTIP) for our senior executives starting in 2025, excluding our CEO whose employment contract governs the terms of his compensation program including short and long-term incentive structure, and is not set to expire until March 31, 2026, to better align with peers and respond to stockholder preferences as described in this proxy statement. Mr. Sook, however, has agreed to changes, responsive to stockholder requests, to the structure of his long-term incentive awards in connection with any extension, renewal, or replacement of his current CEO employment contract upon its termination. The changes that Mr. Sook has agreed to make are outlined below.

Key Changes Made to the Nexstar Non-CEO Senior Executive LTIP

(2) Pursuant to his employment contract, the Company’s President and Chief Operating Officer’s threshold performance for payout is the 35th percentile and payout leverage is subject to a threshold of 80% and a maximum of 200% for the relative TSR metric.

Rationale for Changes

The adjustments adopted to our LTIP structure for our non-CEO senior executives are aligned with feedback we received from stockholders in our outreach discussions and are consistent with the practice of the 2024 Peer Group. The structure of the new LTIP is also now consistent across the non-CEO senior executives of the Company who receive PSUs. Previously, non-CEO senior executives had different LTIP metrics, however, this new structure will align the senior management team to the same goals. The new LTIP plan provides for three-year annually ratable vesting for RSUs consistent with peers. It also provides for three-year cliff vesting for PSUs, versus the Company’s pre-existing four-year, ratable vesting structure, providing a longer-term incentive.

The new structure includes two performance metrics for PSUs, measured over a two-year period, mirroring the Company’s business cycle, intended to diversify the basis on which its senior executives earn the performance portion of their long-term compensation. The two metrics are based on (i) the market performance of the Company’s stock relative to peers and (ii) the ability of the Company to achieve its Cumulative Adjusted Free Cash Flow target.

We believe these metrics are appropriate as (a) the Relative TSR reflects the impact the Company’s performance and capital allocation activities have on the stock price, aligned with how many of our stockholders assess performance, and (b) the Cumulative Adjusted Free Cash Flow metric measures the management team’s ability to achieve its Cumulative Adjusted Free Cash Flow targets to generate cash to use to create stockholder value, a core focus for Nexstar.

The new plan enables the Compensation Committee, consistent with past practice, to adjust the target to reflect the impact of significant occurrences such as changes in capital allocation, unbudgeted or un-forecasted mergers, acquisitions or divestitures, other specified corporate transactions, accounting or tax law changes, and other extraordinary or non-recurring events.

We chose not to reflect the Cumulative Adjusted Free Cash Flow metric on a per share basis, as per share metrics are not consistent with our peer group. In addition, we believe that capital allocation strategies may change based on stock price and opportunities that are available to the Company. Therefore, per share impacts of capital allocation strategies are better reflected in the Relative TSR metric. In addition, both metrics are distinct from the metrics used to determine senior executive short term incentive compensation.

Perry A. Sook Compensation

Mr. Sook Has Agreed to Make Changes to the Structure of his LTIP in any New, Renewed or Extended CEO Employment Contract

Mr. Sook’s current employment contract, which contains the structure of his long-term incentive compensation, extends through March 31, 2026 and cannot be unilaterally reset without Mr. Sook’s agreement. Given the limited duration of his employment contract, the potential disruption of renegotiating its terms at this point in time, and the importance of Mr. Sook to the Company, a sentiment echoed by many of the stockholders we spoke to in connection with our annual stockholder outreach, the Compensation Committee decided not to ask Mr. Sook to amend the terms of his employment contract or long-term incentive compensation at this time.

Mr. Sook’s current employment contract expires on March 31, 2026. If that agreement is extended, renewed or replaced, Mr. Sook has agreed to make the following changes to the structure of his LTIP that are responsive to our stockholder’s input. Those changes include:

Mr. Sook’s Pay is Aligned with Stock Performance

Mr. Sook is the Company’s Chief Executive Officer and is also the Company’s founder and third largest stockholder, which we believe aligns his interests with the Company’s other stockholders. Mr. Sook’s leadership has been responsible for the Company’s strong historical growth, driven by a thoughtful acquisition strategy and strong operational execution. As a result of that growth, the Company’s stock price has significantly outperformed relative to peers. In fact, Nexstar was recognized by Quarter in 2024, as a “100-Bagger”, and the third best performing stock in all of North America and Europe with market capitalizations greater than $500 million, over the last fifteen years. As we are potentially embarking on a new era of consolidation, which Mr. Sook is working to enable for both the industry and the Company, we feel it is important to keep Mr. Sook properly incentivized.

Even more recently, in a period without significant M&A, Mr. Sook’s compensation is well aligned with stock performance. Using the 2024 Peer Group of 14 media and entertainment companies used to determine and/or compare compensation, Meridian analyzed the 3-year TSR through December 31, 2024 in comparison to 3-year cumulative compensation as reported in the “Summary Compensation Table” of these companies in their 2024 proxy statements. The analysis demonstrates that Nexstar’s CEO’s compensation is aligned with stock performance, as shown in the graph below.