NXST 8-K
Nexstar Media Group, Inc. (NXST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2025 ( |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 28, 2025, Nexstar Media Group, Inc. (the “Company”) entered into an Amended Executive Employment Agreement (the “Employment Agreement”) with Perry A. Sook, the Company’s Chairman and Chief Executive Officer, effective April 1, 2026 through March 31, 2029 (the “Term”), with automatic renewal for successive one-year periods thereafter. Mr. Sook will be paid an annual base salary of $3,000,000 and will be eligible to earn a target annual bonus equal to 200% of his annual base salary and annual long-term equity incentive awards at the discretion of Compensation Committee. The Company will also reimburse Mr. Sook up to $500,000 for his use of an aircraft for personal matters during the Term.
If Mr. Sook’s employment is terminated by the Company without Cause or by Mr. Sook with Good Reason (each, a “Qualifying Termination” and each term, as defined in the Employment Agreement), Mr. Sook is entitled to payment equal to 200% of base salary, plus 200% of his target annul bonus, plus an additional $31,000. In the event of Mr. Sook’s termination due to death or Disability (as defined in the Employment Agreement), Mr. Sook is entitled to receive a pro-rata portion of his target annual bonus. In addition, upon a Qualifying Termination or termination due to Mr. Sook’s death or Disability, Mr. Sook’s equity awards will fully vest (with performance-based awards vesting at the greater of target and actual performance). The Employment Agreement also contains a one-year post-employment non-compete and a perpetual non-disclosure obligation.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the complete copy of that agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On October 30, 2025, the Company issued a press release announcing the extended employment agreement of its Chairman and Chief Executive Officer, Perry A. Sook, through March 31, 2029. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report. The information included under this Item 7.01 and in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
10.1 |
Amended Executive Employment Agreement between Perry A. Sook and Nexstar Media Group, Inc. |
99.1 |
Press Release of Nexstar Media Group, Inc. dated October 30, 2025. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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NEXSTAR MEDIA GROUP, INC. |
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Date: |
October 30, 2025 |
By: |
/s/ Lee Ann Gliha |
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Name: |
Lee Ann Gliha |
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Title: |
Chief Financial Officer |
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(Principal Financial Officer) |
EXHIBIT 10.1
AMENDED EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made to be effective as of this 1st day of April 2026 (“Effective Date”) by and between Perry A. Sook, an individual resident of Texas (“Sook”), and Nexstar Media Group, Inc., a Delaware corporation (the “Company”).
WHEREAS, Sook and the Company are parties to that certain Amended Executive Employment Agreement dated as of January 15, 2019, as amended August 1, 2022, which agreement expires on March 31, 2026 (the “Original Agreement”).
WHEREAS, the Company desires to retain the services of Sook as Chairman of the Board and Chief Executive Officer of the Company upon the expiration of the Original Agreement, and Sook desires to be employed by the Company, under the terms and conditions of this Agreement.
WHEREAS, the parties desire to amend and replace the Original Agreement in its entirety on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises set forth herein and the mutual benefits to be derived from this Agreement, the parties hereto, intending to be legally bound, hereby agree as follows:
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Paragraph 3(a) [Death]
Paragraph 3(b) [Disability]
Paragraph 3(c) [By the Company for Cause]
Paragraph 3(f) [By Sook Without Good Reason]
The Company will pay to Sook (or Sook’s estate, as the case may be) as soon as practicable following such termination (but in no event later than thirty (30) days after the date of such termination except as provided in clause (iii)) (i) all accrued and unpaid Base Salary as of the date of termination as provided in Paragraph 4, (ii) an amount (calculated at the rate of the Base Salary in effect on such date) for all accrued but unused vacation time as of such date (iii) the amount of all earned and unpaid Bonus amounts for the years preceding the year of termination payable as provided in Paragraph 4(c) and, (iv) in the event of termination of Sook’s employment pursuant to Paragraph 3(a) or 3(b) above, a pro-rata portion of the target Bonus for the year in which the termination occurred, the numerator of which shall be the number of the whole or partial months Sook performed services for the Company during the calendar year of the termination and denominator of which shall be twelve (12).
Paragraph 3(d) [By the Company Other Than For Cause]
Paragraph 3(e) [By Sook with Good Reason]
The Company will pay to Sook as soon as practicable following such termination (but in no event later than thirty (30) days after the date of such termination except as provided in clause (iii)) (i) all accrued and unpaid Base Salary as of the date of termination as provided in Paragraph 4, (ii) an amount (calculated at the rate of the Base Salary in effect on such date) for all accrued but unused vacation time as of such date (iii) the amount of all earned and unpaid Bonus amounts for the years preceding the year of termination payable as provided in Paragraph 4(c) and, subject to Sook signing a separation agreement containing, among other provisions, a general release of claims in favor of Company and related persons and entities, confidentiality, return of property, and non-disparagement in a form and manner satisfactory to the Company (the “Release”) and the Release becoming fully effective and irrevocable within sixty (60) days of Sook’s termination of employment, (iv) an amount equal to the sum of (x) 200% of Sook’s Base Salary as in effect on the date of termination, plus (y) 200% of Sook’s target Bonus for the fiscal year in which such termination occurs, plus (z) an additional $31,000.00.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and made effective as of the day and year first above written.
/s/ Perry A. Sook |
Perry A. Sook |
ACCEPTED AND AGREED:
NEXSTAR MEDIA GROUP, INC.
/s/ Jay M. Grossman |
Jay M. Grossman, Chairman |
Compensation Committee |
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EXHIBIT A - TARGET BONUS CRITERIA
Bonus Criteria. The Compensation Committee will evaluate and award any Bonus set forth in Section 4(b) based on the following criteria for each fiscal year of the Term or any renewal Term:
Eligibility Amount:
Component |
Weight |
No Payout |
Threshold |
Target |
Maximum |
Adjusted EBITDA |
35% |
< 85% of Target |
85% of Target |
Budget |
105% of Target |
Net Revenue |
35% |
< 85% of Target |
85% of Target |
Budget |
105% of Target |
Individual Performance |
30% |
Discretionary |
Discretionary |
Discretionary |
Discretionary |
Payout Opportunity |
100% |
0% (No Bonus Payout) |
50% of Target (100% of |
100% of Target (200% of |
200% of Target (400% of |
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EXHIBIT B - RSU AWARD TERMS AND CONDITIONS
Time Based Restricted Stock Unit (RSU) Award: Any time-based restricted stock units granted to Sook will vest equally over a three-year term with one-third (1/3) vesting annually on the anniversary of the grant date.
Performance Based Restricted Stock Unit (PSU) Award: Subject to the criteria below, any PSUs granted to Sook will fully vest (as may be adjusted pursuant to the Vesting Grids below) on the third anniversary of the grant date based on the following criteria:
Measurement Period:
Measurement Criteria: Each award will vest based on the below Vesting Grids with 50% vesting based on (i) total shareholder return (TSR) performance against the TSR Peer Group (defined below) and 50% vesting based on (ii) Adjusted Free Cash Flow performance against target based on the Measurement Period.
TSR Vesting Grid
Level |
Relative TSR vs Peer Group |
Percentage of PSUs to Vest |
Below Threshold |
<35th Percentile |
No vesting |
Threshold |
35th-50th Percentiles |
80% of Target |
Target |
51st-65th Percentiles |
100% of Target |
Stretch |
66th-80th Percentiles |
150% of Target |
Maximum |
81st and > Percentiles |
200% of Target |
Vesting will be interpolated for performance between Threshold, Target, Stretch and Maximum.
Regardless of TSR Performance Ranking, payout of this criterion is capped at 100% if the Company’s absolute TSR calculation is negative.
Adjusted Free Cash Flow Vesting Grid
Level |
Adjusted Free Cash Flow |
Percentage of |
Below Threshold |
<85% |
No vesting |
Threshold |
85-94.99% |
75% |
Target |
95-104.99% |
100% |
Maximum |
105%+ |
200% |
Vesting will be interpolated for performance between Threshold, Target, and Maximum.
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TSR Peer Group. The TSR Peer Group is as set forth in the Company’s proxy statement each year. The Company will be included in the TSR Peer Group for the purposes of calculating the TSR percentile rank. The Compensation Committee may adjust the Peer Group as circumstances warrant, including the following:
(1) If a TSR Peer Group company is delisted or becomes bankrupt, TSR for the measurement period is assumed to be negative 100 percent (-100%).
(2) If a TSR Peer Group company is acquired by another company, including through a management buy-out or going-private transaction, the company will be removed from the TSR Peer Group.
(3) If a TSR Peer Group company acquires another company or divests a business, the TSR Peer Group company will remain in the TSR Peer Group for the measurement period.
(4) If the Company’s or any TSR Peer Group company’s stock splits (or if there are other similar subdivisions, consolidations or changes in such company’s stock or capitalization), such company’s Annualized TSR performance will be adjusted for the stock split so as not to give an advantage or disadvantage to such company by comparison to the other TSR Peer Group companies.
TSR Calculation:
TSR shall be calculated as:
where n represents the number of years over which Annualized TSR is measured.
The “Ending Average Stock Price” shall be calculated as the average Closing Stock Price for the last 20 trading days of the year.
The “Beginning Average Stock Price” shall be calculated as the average Closing Stock Price for the last 20 trading days of the immediately prior year.
The “Closing Stock Price” of a share of stock shall be the closing quotation on the National Association of Securities Dealers Automated Quotations (NASDAQ) for the applicable date (or an applicable substitute exchange or quotation system if the NASDAQ is no longer applicable).
“Reinvested Dividend Amount” shall be calculated as the sum of the total dividends paid on one share of stock during the measurement period, assuming reinvestment of such dividends in such stock (based on the Closing Stock Price of such stock on the ex-dividend date). For the avoidance of doubt, it is intended that the foregoing calculation of Reinvested Dividend Amount shall take into account not only the reinvestment of dividends in a share of Stock but also capital appreciation or depreciation in the shares of Stock deemed acquired by such reinvestment.
In addition to any other authority or powers granted to the Compensation Committee herein or in the 2019 Plan, the Compensation Committee shall have the authority to interpret and determine the
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application and calculation of any matter relating to the determination of TSR and TSR Performance Rank, including any terms in the Agreement.
The Compensation Committee shall also have the power to make any and all adjustments it deems appropriate to reflect any changes in the Company’s outstanding stock, including by reason of subdivision or consolidation of stock or other capital readjustment, the payment of a stock dividend on the stock, other increase or reduction in the number of shares of stock outstanding, recapitalizations, reorganizations, mergers, consolidations, combinations, split-ups, split-offs, spin-offs, exchanges or other relevant changes in capitalization or distributions to holders of stock. The determination of the Committee with respect to any such matter shall be conclusive.
Adjusted Free Cash Flow Target Calculation:
Adjusted Free Cash Flow shall be based on the Company’s calculation as set forth in the most recent earnings release prior to any grants hereunder. The Compensation Committee may adjust the performance goals, including the Adjusted Free Cash Flow 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.
Change in Control:
In the event of a Change in Control (as defined in the Company’s 2019 Long-Term Equity Incentive Plan), if the acquirer does not assume the equity awards previously granted under Exhibit B (the “Equity Awards”), then such awards shall become immediately and fully vested as of the Change in Control. If the acquirer assumes the Equity Awards, then in the event Sook is terminated without Cause or resigns for Good Reason or upon death or Disability from being a director, officer or employee of, or from performing other services for, the Company or a subsidiary following such Change in Control, the Equity Awards shall become immediately and fully vested as of such termination without further action by either Sook or the Company. For clarity, all performance RSUs shall vest at the greater of actual performance (measured as of the end of the month prior to the Change in Control) or target.
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EXHIBT 99.1
NEXSTAR MEDIA GROUP EXTENDS EMPLOYMENT AGREEMENT OF
CHAIRMAN AND CHIEF EXECUTIVE OFFICER, PERRY A. SOOK, THROUGH MARCH 2029
IRVING, Texas (October 30, 2025) – Nexstar Media Group, Inc. (the “Company”) (Nasdaq: NXST), announced today that its Board of Directors extended the employment agreement of its Chairman and Chief Executive Officer, Perry A. Sook, through March 31, 2029. Mr. Sook is the Company’s third largest shareholder.
Perry A. Sook founded Nexstar Media Group in 1996 and has served as Chief Executive Officer since that time. During his tenure, Mr. Sook has led the Company’s transformative growth including the completion and integration of more than 40 acquisitions. Today, Nexstar is a leading diversified media company and America’s largest local broadcasting group.
Mr. Sook commented, “As we embark on this next phase of growth for Nexstar, I have never been more energized about the prospects for the industry, for Nexstar and for what Nexstar can become. I look forward to leading the Company to new levels of success and continuing to create value for our shareholders, our advertisers, our employees and the communities we serve.”
Jay M. Grossman, Chairman of Nexstar’s Board of Directors Compensation Committee, commented, “The Board is delighted to extend Perry’s employment agreement at this pivotal moment for Nexstar and the local broadcast television industry. Perry’s vision, commitment and deep understanding of the media landscape have been instrumental in driving Nexstar’s strong and consistent record of operating execution, financial growth and shareholder returns.
“The proposed acquisition of TEGNA represents the next chapter in Nexstar’s growth story and with Perry’s unmatched experience and track record of success in broadcast M&A, he is uniquely qualified to deliver the full value we expect for shareholders, as well as the local communities we serve. On behalf of the entire Board of Directors, we are deeply grateful for Perry’s exceptional leadership and continued commitment to our viewers, advertising clients, team members, shareholders and all stakeholders.”
About Nexstar Media Group, Inc.
Nexstar Media Group, Inc. (NASDAQ: NXST) is a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across its television and digital platforms, including more than 316,000 hours of programming produced annually by its business units. Nexstar owns America’s largest local television broadcasting group comprised of top network affiliates, with more than 200 owned or partner stations in 116 U.S. markets reaching 220 million people. Nexstar’s national television properties include The CW, America’s fifth major broadcast network, NewsNation, our national news network providing “News for All Americans,” popular entertainment multicast networks Antenna TV and Rewind TV, and a 31.3% ownership stake in TV Food Network. The Company’s portfolio of digital assets, including its local TV station websites, The Hill and NewsNationNow.com, are collectively a Top 10 U.S. digital news and information property. For more information, please visit nexstar.tv.
Forward-Looking Statements
This communication includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements include information preceded by, followed by, or that includes the words "guidance," "believes," "expects," "anticipates," "could," or similar expressions. For these statements, Nexstar claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this communication, concerning, among other things, future financial performance, including changes in net revenue, operating expenses and cash flow, involve risks and uncertainties, and are subject to change based on various important factors, including the impact of changes in national and regional economies, the ability to service and refinance our outstanding debt, successful integration of business acquisitions (including achievement of synergies and cost reductions), pricing fluctuations in local and national advertising, future regulatory actions and conditions in the television stations' operating areas, competition from others in the broadcast television markets, volatility in programming costs, the effects of governmental regulation of broadcasting, industry consolidation, technological developments and major world news events. Nexstar undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this communication might not occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. For more details on factors that could affect these expectations, please see Nexstar’s other filings with the Securities and Exchange Commission.
Investor Contacts:
Lee Ann Gliha
Executive Vice President and Chief Financial Officer
Nexstar Media Group, Inc.
972/373-8800
Joseph Jaffoni or Jennifer Neuman
JCIR
212/835-8500 or [email protected]
Media Contact:
Gary Weitman
EVP and Chief Communications Officer
972/373-8800
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