NEXSTAR MEDIA GROUP, INC. Stock Compensation Disclosure
Note 13: Stock-Based Compensation
Stock-Based Compensation Expense
The Company recognized stock-based compensation expense of $78 million, $78 million and $60 million during the years ended December 31, 2025, 2024 and 2023, respectively, all attributable to RSUs and PSUs. As of December 31, 2025, there was $95 million of total unrecognized compensation cost related to RSUs and PSUs, which is expected to be recognized over a weighted-average period of 1.9 years.
Stock-Based Compensation Plans
As of December 31, 2025, Nexstar’s 2019 Long-Term Equity Incentive Plan, approved by Nexstar’s majority stockholders on June 5, 2019 (the “2019 Plan”), provides for the granting of stock options, stock appreciation rights, RSUs and PSUs to directors, employees or consultants of Nexstar. The 2019 Plan authorizes the issuance of up to 3,100,000 shares of Nexstar’s common stock. As of December 31, 2025, 664,860 shares remained available for future grants under the 2019 Plan.
Stock Options
For the years ended December 31, 2024 and 2023, the aggregate intrinsic value of options exercised, on their respective exercise dates, was $28 million and $10 million, respectively. There were no stock options granted during the periods covered in these financial statements and all outstanding awards were exercised as of December 31, 2024.
Time-Based Restricted Stock Units
The RSUs vest over a range of to four years from the date of the award subject to the continued employment of the grantee as of each vesting date. Unvested RSUs are generally forfeited immediately upon the employee’s termination for any reason other than change of control. The following table summarizes activity and information related to RSUs for the year ended December 31, 2025:
|
|
|
|
|
Weighted-Average |
|
||
|
|
Unvested |
|
|
Grant-Date |
|
||
|
|
Shares |
|
|
Fair Value Per Share |
|
||
Unvested as of December 31, 2024 |
|
|
839,739 |
|
|
$ |
149.48 |
|
Awarded |
|
|
329,589 |
|
|
$ |
162.87 |
|
Vested |
|
|
(339,934 |
) |
|
$ |
151.87 |
|
Forfeited/cancelled |
|
|
(81,724 |
) |
|
$ |
151.25 |
|
Unvested as of December 31, 2025 |
|
|
747,670 |
|
|
$ |
154.10 |
|
Performance-Based Restricted Stock Units
The PSUs vest over a range of to four years from the date of the award subject to the continued service of the grantee as of each vesting date and the achievement of specific performance metrics. For PSU awards with a market condition, the number of shares to be issued upon vesting is based on the total shareholder return of Nexstar’s common stock measured against a defined peer group over a designated measurement period. Certain other PSU awards are based on the achievement of established internal operating goals. Unvested PSUs are generally forfeited immediately upon the employee’s termination for any reason other than change of control or when the required metric was not achieved. The following table summarizes activity and information related to PSUs for the year ended December 31, 2025:
|
|
|
|
|
Weighted-Average |
|
||
|
|
Unvested |
|
|
Grant-Date |
|
||
|
|
Shares |
|
|
Fair Value Per Share |
|
||
Unvested as of December 31, 2024 |
|
|
201,486 |
|
|
$ |
188.40 |
|
Awarded |
|
|
125,926 |
|
|
$ |
221.01 |
|
Vested |
|
|
(124,785 |
) |
|
$ |
201.85 |
|
Unvested as of December 31, 2025 |
|
|
202,627 |
|
|
$ |
200.39 |
|
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.