NEXSTAR MEDIA GROUP, INC. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Prices; Record Holders and Dividends Our common stock trades on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “NXST.” As of February 27, 2024, there were approximately 180,000 shareholders of record of our common stock, including shares held in nominee names by brokers and other institutions. Pursuant to our current dividend policy, our board of directors declared in 2023, 2022 and 2021 total annual cash dividends of $5.40 per share, $3.60 per share and $2.80 per share, respectively, with respect to outstanding shares of our common stock. The dividends were paid in equal quarterly installments. On January 26, 2024, our board of directors approved a 25% increase in the quarterly cash dividend to $1.69 per share of outstanding common stock beginning with the first quarter of 2024. Dividend determinations will depend upon, among other things, our future operations and earnings, targeted future acquisitions, capital requirements and surplus, general financial condition, contractual restrictions and other factors as our board of directors may deem relevant. Additionally, the Company’s senior secured credit facilities and the indentures governing Nexstar’s existing notes limit our ability to pay dividends. Given these considerations, our board of directors may increase or decrease the amount of dividends at any time and may also decide to suspend or discontinue the payment of cash dividends in the future. Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities The following is a summary of Nexstar’s repurchases of its common stock by month during the fourth quarter of 2023 (in millions, except for share and per share information): Total Number of Shares Approximate Dollar Value Purchased as Part of of Shares That May Yet Be Total Number Average Price Publicly Announced Purchased Under the of Shares Purchased Paid per Share Plans or Programs Plans or Programs October 4 ̶ 25, 2023 267,321 $ 140.27 267,321 $ 706 November 15 ̶ 30, 2023 132,390 $ 148.18 132,390 687 December 1 ̶ 29, 2023 229,758 $ 149.01 229,758 652 629,469 $ 145.13 629,469 On July 27, 2022, our board of directors approved a new share repurchase program authorizing the Company to repurchase up to an additional $1.5 billion of its common stock, of which $1.258 billion remained available as of December 31, 2022. During the year ended December 31, 2023, Nexstar repurchased a total of 3,782,104 shares of its common stock for $605 million, funded by cash on hand, which were accounted for as treasury stock. As of December 31, 2023, the remaining available amount under the share repurchase authorization was $652 million. Share repurchases are executed from time to time in open market transactions, block trades or in private transactions, including through Rule 10b5-1 plans. There is no minimum number of shares that Nexstar is required to repurchase. The repurchase program does not have an expiration date and may be suspended or discontinued at any time without prior notice. 31 Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2023 Number of securities Number of securities to be issued upon Weighted average remaining available exercise of outstanding exercise price of for future issuance options and vesting of outstanding excluding securities Plan Category restricted stock units options reflected in column (a) (a) (b) (c) Equity compensation plans approved by security holders (1) 1,232,959 $ 47.17 1,562,447 Equity compensation plans not approved by security holders - - - 1,232,959 $ 47.17 1,562,447 (1) The 1,232,959 securities to be issued consist of 244,068 outstanding stock options, with a weighted average exercise price of $47.17 and 988,891 time-based and performance-based restricted stock units. For a more detailed description of our equity plans and grants, we refer you to Note 13 to the Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K. Comparative Stock Performance Graph The following graph compares the total return of our common stock based on closing prices for the period from December 31, 2018 through December 31, 2023 with the total return of the NASDAQ Composite Index and our peer index of comparable television companies. Our peer group index consists of the following publicly traded companies: Gray Television, Inc., Tegna, Inc., Sinclair, Inc. (“Sinclair”), The E.W. Scripps Company, Fox Corporation and Paramount Global. The graph assumes the investment of $100 in our common stock and in both of the indices on December 31, 2018, with the reinvestment of dividends into shares of our common stock or the indices, as applicable. The performance shown is not necessarily indicative of future performance. 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Nexstar Media Group, Inc. (NXST) $ 100.00 $ 151.87 $ 145.00 $ 204.37 $ 241.77 $ 223.71 NASDAQ Composite Index $ 100.00 $ 136.69 $ 198.10 $ 242.03 $ 163.28 $ 236.17 Peer Group $ 100.00 $ 109.58 $ 96.01 $ 97.64 $ 72.12 $ 65.21 Item 6. Reserved 32