UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number: 000-50478
NEXSTAR MEDIA GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
23-3083125
(State of Incorporation or Organization)
(I.R.S. Employer Identification No.)
545 E. John Carpenter Freeway, Suite 700, Irving, Texas
75062
(Address of Principal Executive Offices)
(Zip Code)
(972) 373-8800
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock
NXST
NASDAQ Global Select Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that it was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 7, 2026, the registrant had 30,808,301 shares of Common Stock outstanding.
TABLE OF CONTENTS
Page
PART I
FINANCIAL INFORMATION
ITEM 1.
Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025
3
Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2026 and 2025
4
Condensed Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Noncontrolling Interests for the Three and Six Months ended June 30, 2026 and 2025
5
Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2026 and 2025
7
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1: Organization and Business Operations
8
Note 2: Summary of Significant Accounting Policies
Note 3: Acquisitions
12
Note 4: Intangible Assets and Goodwill
17
Note 5: Investments
18
Note 6: Accrued Expenses
19
Note 7: Debt
Note 8: Leases
23
Note 9: Retirement and Postretirement Plans
24
Note 10: Commitments and Contingencies
25
Note 11: Equity
29
Note 12: Income Taxes
30
Note 13: Income Per Share
Note 14: Fair Value Measurements
31
Note 15: Segment Data
Note 16: Subsequent Events
34
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
35
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk
43
ITEM 4.
Controls and Procedures
44
PART II
OTHER INFORMATION
Legal Proceedings
45
ITEM 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
46
Defaults Upon Senior Securities
Mine Safety Disclosures
ITEM 5.
Other Information
ITEM 6.
Exhibits
47
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except for share and per share information, unaudited)
June 30,
December 31,
2026
2025
ASSETS
Current assets:
Cash and cash equivalents
$
218
280
Accounts receivable, net of allowance for credit losses of $26 and $18, respectively
1,584
1,075
Broadcast rights
61
Prepaid expenses and other current assets
142
57
Total current assets
2,005
1,473
Property and equipment, net
1,849
1,158
Goodwill
5,033
2,910
FCC licenses
5,112
2,949
Network affiliation agreements, net
2,553
1,305
Other intangible assets, net
334
282
Investments
387
396
Other noncurrent assets, net
442
373
Total assets(1)
17,715
10,846
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERSʼ EQUITY
Current liabilities:
Current portion of debt
331
111
Accounts payable
162
133
Broadcast rights payable
58
48
Accrued expenses
589
314
Operating lease liabilities
54
41
Other current liabilities
90
64
Total current liabilities
1,284
711
Debt
11,413
6,222
Deferred tax liabilities
2,154
1,354
Other noncurrent liabilities
600
497
Total liabilities(1)
15,451
8,784
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests (Note 2)
Stockholdersʼ equity:
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of June 30, 2026 and December 31, 2025
-
Common stock - $0.01 par value, 100,000,000 shares authorized; 47,282,823 shares issued, 30,806,374 shares outstanding as of June 30, 2026 and 47,282,823 shares issued, 30,327,669 shares outstanding as of December 31, 2025
Additional paid-in capital
1,308
1,331
Accumulated other comprehensive loss
(15
)
Retained earnings
3,695
3,537
Treasury stock - at cost; 16,476,449 and 16,955,154 shares as of June 30, 2026 and December 31, 2025, respectively
(2,723
(2,789
Total Nexstar Media Group, Inc. stockholdersʼ equity
2,265
2,064
Noncontrolling interests
(24
(21
Total stockholdersʼ equity
2,241
2,043
Total liabilities, redeemable noncontrolling interests and stockholdersʼ equity
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
Six Months Ended
Net revenue
1,993
1,229
3,389
2,462
Operating expenses:
Direct operating, excluding depreciation and amortization
929
557
1,541
1,108
Selling, general and administrative, excluding depreciation and amortization
457
262
783
520
Amortization of broadcast rights
87
79
159
168
Depreciation and amortization of intangible assets
158
118
279
234
Total operating expenses
1,631
1,016
2,762
2,030
Income from operations
362
213
627
432
Income from equity method investments, net
11
Interest expense, net
(190
(97
(309
(194
Pension and other postretirement plans credit, net
15
16
Loss on extinguishment of debt
(8
(5
(10
Other income, net
2
Income before income taxes
177
130
330
268
Income tax expense
(64
(39
(57
(80
Net income
113
91
273
188
Net loss attributable to noncontrolling interests
6
Net income attributable to Nexstar Media Group, Inc.
120
97
284
205
Net income per share available to common stockholders:
Basic
3.65
3.09
8.86
6.50
Diluted
3.61
3.06
8.71
6.43
Weighted average number of common shares outstanding:
Basic (in thousands)
30,615
30,221
30,494
30,375
Diluted (in thousands)
30,908
30,514
31,037
30,719
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
For the Three Months Ended June 30, 2026 and 2025
Accumulated
Redeemable
Additional
Other
Total
Noncontrolling
Paid-In
Retained
Comprehensive
Treasury Stock
Stockholdersʼ
Interests
Shares
Amount
Capital
Earnings
Income (Loss)
interests
Equity
Balances as of March 31, 2026
22
47,282,823
1,307
3,639
(16,744,977
(2,763
(22
2,146
Stock-based compensation expense
40
Vesting of restricted stock units
(40
268,528
Dividends declared on common stock ($1.86 per share)
Accretion of redeemable noncontrolling interests
(7
(1
1
Net income (loss)
(2
Balances as of June 30, 2026
(16,476,449
Balances as of March 31, 2025
1,304
3,718
(16,924,900
(2,774
(16
2,231
Purchase of treasury stock
(311,998
(51
21
(34
269,373
(56
(4
95
Balances as of June 30, 2025
1,293
3,755
(16,967,525
(2,791
(18
2,238
For the Six Months Ended June 30, 2026 and 2025
Loss
Balances as of December 31, 2025
(16,955,154
60
(84
478,705
66
Dividends declared on common stock ($3.72 per share)
(113
13
(13
(3
281
Balances as of December 31, 2024
26
3,671
(16,661,582
(2,717
2,242
(753,162
(126
39
(52
447,219
52
(14
202
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions, unaudited)
Six Months Ended June 30,
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of debt financing costs, debt discounts and premium
10
Deferred income taxes
(46
Payments for broadcast rights
(147
(161
(19
Distribution from equity method investments – return on capital
96
125
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable
Prepaid and other current assets
(6
Other noncurrent assets
Accrued expenses and other current liabilities
(76
20
Income tax payable
(50
(38
(29
Net cash provided by operating activities
587
584
Cash flows from investing activities:
Purchases of property and equipment
(67
Payments for acquisitions, net of cash acquired
(3,341
Proceeds received from life insurance policies
55
Proceeds from disposal of property and equipment
Other investing activities, net
Net cash used in investing activities
(3,343
(89
Cash flows from financing activities:
Proceeds from debt issuance, net of debt discounts
11,106
3,393
Repayments of long-term debt
(8,149
(3,543
Payments for debt financing costs
(107
Premium paid on debt extinguishment
(125
Common stock dividends paid
Payments for capitalized software obligations
(11
Cash paid for shares withheld for taxes
Payment for excise tax on stock repurchases
Other financing activities, net
Net cash provided by (used in) financing activities
2,694
(405
Net (decrease) increase in cash and cash equivalents
(62
Cash and cash equivalents at beginning of period
144
Cash and cash equivalents at end of period
Supplemental information:
Interest paid
258
Income taxes paid, net of refunds
152
141
Non-cash investing and financing activities:
Purchases of property and equipment in accounts payable and accruals
Capitalized software in other current and noncurrent liabilities
Right-of-use assets obtained in exchange for operating lease obligations
14
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As used in this Quarterly Report on Form 10-Q, “Nexstar” refers to Nexstar Media Group, Inc., a Delaware corporation, and its consolidated wholly owned and majority-owned subsidiaries; the “Company” refers to Nexstar and the variable interest entities (“VIEs”) required to be consolidated in its financial statements under authoritative guidance related to the consolidation of VIEs; and all references to “we,” “our,” “ours,” and “us” refer to Nexstar.
Nexstar is a leading diversified media company with television broadcasting, television network and digital media assets operating in the United States. As of June 30, 2026, we owned, operated, programmed or provided sales and other services to 265 full power television stations, two AM radio stations and one FM radio station, including those television stations owned by VIEs, in 132 markets in 44 states and the District of Columbia. The stations are affiliates of CBS, FOX, NBC, ABC, The CW, MyNetworkTV (“MNTV”), and other broadcast television networks. As of June 30, 2026, Nexstar’s stations reached approximately 80% of all U.S. television households. Through various local service agreements, we provided sales, programming, and other services to 35 television stations owned by consolidated VIEs and two television stations owned by unconsolidated VIEs. As of June 30, 2026, Nexstar also owns an 81.1% ownership interest in The CW Network, LLC, the fifth major broadcast network in the U.S. (“The CW”); NewsNation, a national cable news network; Premion, a connected TV and over-the-top advertising platform; four digital multicast networks, Antenna TV, REWIND TV, True Crime and Quest; multicast network services provided to third parties; Locked On Podcast Network (“Locked On”), a network of sports podcasts; BestReviews LLC (“BestReviews”), a leading consumer product recommendations company and a 31.3% ownership stake in Television Food Network, G.P. (“TV Food Network”). Our digital assets include 176 local websites and 292 mobile applications across local stations, NewsNation, The Hill, BestReviews, Locked On and True Crime. The portfolio also includes 160 connected television applications and 54 free ad-supported television channels.
On March 19, 2026, Nexstar completed its acquisition of TEGNA Inc., a Delaware corporation (“TEGNA”), pursuant to the previously announced Agreement and Plan of Merger, dated as of August 18, 2025 (the “Merger Agreement”). On April 17, 2026, the United States District Court for the Eastern District of California in the antitrust litigation In re: Nexstar-TEGNA Merger Litigation issued a preliminary injunction prohibiting further integration of the companies, subject to certain exceptions, pending adjudication on the merits. See Note 3 for additional information on the acquisition.
Principles of Consolidation
The Condensed Consolidated Financial Statements include the accounts of Nexstar, subsidiaries consolidated through voting interests and VIEs for which we are the primary beneficiary (see “Variable Interest Entities” section below). All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance.
Interim Financial Statements
The Condensed Consolidated Financial Statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the
related disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Results of operations for interim periods are not necessarily indicative of results for the full year. Estimates are used for, but are not limited to, valuation of assets acquired and liabilities assumed in business combinations, distribution revenue recognized, income taxes, the recoverability of goodwill, Federal Communications Commission (“FCC”) licenses, long-lived assets (property and equipment and amortizable intangible assets), investments, broadcast rights, the useful lives of long-lived assets, pension and postretirement obligations, fair value of stock-based compensation, accretion of redeemable noncontrolling interests and allowance for credit losses. As of June 30, 2026, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or revision of the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s consolidated financial statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the Company’s Condensed Consolidated Financial Statements.
These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related Notes included in Nexstar’s Annual Report on Form 10-K for the year ended December 31, 2025. The balance sheet as of December 31, 2025 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.
Variable Interest Entities
Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with that entity. The term local service agreement generally refers to a contract whereby the owner-operator of a television station contracts with a third party (typically another television station owner-operator) to provide it with administrative, sales and other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control of and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local service agreement can be (i) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, frequently based on the station’s monthly operating expenses, (ii) a shared services agreement (“SSA”) which allows Nexstar to provide services to a station including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (iii) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of a station’s advertising time and retain a percentage of the related revenue, as described in the JSA.
Consolidated VIEs
Nexstar consolidates entities in which it is deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes as a result of (i) local service agreements Nexstar has with the stations owned by these entities, (ii) Nexstar’s (excluding The CW) guarantee of the obligations incurred under Mission Broadcasting, Inc.’s (“Mission”) senior secured credit facility (see Note 7), (iii) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of these VIEs’ stations, subject to FCC consent.
The following table summarizes the various local service agreements Nexstar had in effect as of June 30, 2026 with its consolidated VIEs:
9
Owner
Service Agreements
Full Power Stations
Mission
TBA
WFXP, KHMT and KFQX
SSA & JSA
KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW, WVNY, WXXA, WLAJ, KMSS, KPEJ, KLJB, KASY, KWBQ and KRWB
LMA
WNAC and WPIX
White Knight Broadcasting (“White Knight”)
WVLA and KFXK
Vaughan Media, LLC (“Vaughan”)
WBDT, WYTV and KTKA
KNVA
Nexstar’s ability to receive cash from the consolidated VIEs is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, each VIE maintains complete responsibility for and control over programming, finances, personnel and operations of its stations.
The carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Condensed Consolidated Balance Sheets were as follows (in millions):
June 30, 2026
December 31, 2025
Accounts receivable, net
32
151
200
51
56
Total assets
531
538
38
36
344
345
53
65
Total liabilities
503
489
The following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in millions):
Current assets
62
291
292
Current liabilities
Noncurrent liabilities
105
154
139
Non-Consolidated VIEs
Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”) which continues through December 31, 2027. Nexstar has a multi-year TBA with KAZT, L.L.C., the owner of television station KAZT-TV, an affiliate of The CW in Phoenix, Arizona. Nexstar was also granted an option to purchase the station from KAZT, L.L.C., subject to FCC consent. Nexstar has determined that it has variable interests in WYZZ and KAZT-TV but is not the primary beneficiary of such variable interests. Therefore, Nexstar has not consolidated WYZZ and KAZT-TV under authoritative guidance related to the consolidation of VIEs. There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham and TBA with KAZT, L.L.C. Neither Cunningham nor KAZT, L.L.C. guarantees Nexstar’s debt.
Basis of Presentation
Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported.
Redeemable Noncontrolling Interests
On September 30, 2022, Nexstar acquired a 75.0% ownership interest in The CW. Since that time, Nexstar acquired additional ownership interest in the network increasing its ownership to 81.1% as of June 30, 2026. Pursuant to the operating agreement governing The CW, Nexstar has a call right to acquire the noncontrolling ownership interests in The CW for cash that is exercisable during a certain period each year. Each noncontrolling owner has a put right to require Nexstar to purchase its ownership interest in The CW for cash. These put rights are exercisable during a certain period each year beginning in June 2026, subject to Nexstar’s one year deferral right. The amount at which the noncontrolling interests can be redeemed under either the call right or the put rights is the greater of the capital contributed by the minority owners or a multiple of The CW’s earnings.
Redeemable noncontrolling interests are presented as mezzanine equity (outside of liability and stockholders’ equity) in the accompanying Condensed Consolidated Balance Sheets as they are redeemable by the holders through their put rights and the redemption is outside Nexstar’s control. We accrete the changes in the redemption value of redeemable noncontrolling interests over the period from issuance to the earliest redemption date using the effective interest method. The accretion is recognized as an adjustment to retained earnings, or in the absence of retained earnings, additional paid-in capital. The balance of redeemable noncontrolling interests is measured at the greater of accreted redemption value at the end of each reporting period or the initial carrying value adjusted for the noncontrolling interests’ contributions and share in income and losses. The inclusion of accretion in the calculation of earnings per share is disclosed in Note 13.
On August 4, 2026, a noncontrolling interest holder of The CW exercised its put right, subject to Nexstar’s exercise of its one year deferral right. The estimated redemption value of all redeemable noncontrolling interests is $110 million and will continue to be accreted until the earliest redemption date upon the expiration of the deferral period, if any.
Income Per Share
Net income attributable to Nexstar Media Group, Inc. less accretion of redeemable noncontrolling interests is equal to net income available to Nexstar’s common stockholders. Basic income per share is computed by dividing the net income available to Nexstar’s common stockholders by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. They consist of common shares that could be issued from the vesting of outstanding restricted stock units. See Note 13 for additional information.
Recent Accounting Pronouncements
New Accounting Standards Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 requires a public entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis. The amendments in ASU 2024-03 are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted on either a prospective or retrospective basis. The Company is currently evaluating the potential impacts of ASU 2024-03 on its Condensed Consolidated Financial Statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). ASU 2025-06 amends the existing standard to remove all references to prescriptive and sequential software development project stages and require that the entity capitalize software costs when both (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the intended function (referred to as the “probable-to-complete” recognition threshold). ASU 2025-06 is effective for all annual periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The guidance may be applied on a prospective basis, a modified basis, or a retrospective basis. The Company is currently evaluating the potential impacts of ASU 2025-06 on its Condensed Consolidated Financial Statements and related disclosures.
Merger with TEGNA
On March 19, 2026 (the “Closing Date”), Nexstar completed its acquisition of TEGNA pursuant to the previously announced Merger Agreement by and among Nexstar, TEGNA and Teton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nexstar (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into TEGNA, with TEGNA continuing as the surviving corporation and a wholly owned subsidiary of Nexstar (the “Merger”). As a result of the Merger, Nexstar acquired 64 full power stations and two radio stations in 51 markets; Premion, a connected TV and over-the-top advertising platform; two digital multicast networks, True Crime and Quest; and Locked On Podcast Network.
On April 17, 2026, the United States District Court for the Eastern District of California in the antitrust litigation In re: Nexstar-TEGNA Merger Litigation issued a preliminary injunction prohibiting further integration of the companies, subject to certain exceptions, pending adjudication on the merits. On May 20, 2026, Nexstar filed an appeal of the preliminary injunction in the United States Court of Appeals for the Ninth Circuit. The appeal seeks narrowing of the injunction and dismissal of the complaints by various States against the Merger. A hearing date has not yet been set. Also, in connection with the regulatory approval of the Merger, Nexstar made certain commitments to the FCC, including a commitment to divest six television stations within two years provided that a waiver of the FCC’s local television ownership rule remains necessary to own such stations at that time. No agreement has been executed with
any prospective buyer at this time.
The Merger increased Nexstar’s operational and geographic diversity and scale to cover approximately 80% of U.S. television households, enhanced its presence in various localities and extended its footprint to additional areas experiencing contested elections.
The television stations (full power, low power, and multicast channels) acquired by Nexstar as a result of the Merger are as follows (Bold denotes networks owned by Nexstar):
Market Rank(1)
Market
Status
Primary Affiliation
Low Power Stations / Multicast Channels
Other Affiliations
FCC License Expiration Date
Dallas, TX
O&OO&O
WFAAKFAA-TV
ABCIndependent
WFAA-D3, D4, D6KFAA-D2
True Crime, Quest, ShopLCEstrella
8/1/20308/1/2030
Houston, TX
KHOUKTBU
CBSQuest
KHOU-D2, D3, D4, D5KTBU-D2, D3
ShopLC, True Crime, Comet, RoarTrue Crime, Nacion
Atlanta, GA
WXIA-TVWATL
NBCMNTV
WXIA-D3, D4, D5, D6WATL-D2, D3, D5, D6
True Crime, The Nest, ShopLC, GreatNosey, Antenna TV, QVC, Quest
4/1/20294/1/2029
DC/Hagerstown, MD
O&O
WUSA
CBS
WUSA-D2, D3, D4, D6
True Crime, Quest, The Nest, QVC
10/1/2028
Tampa, FL
WTSP
WTSP-D2, D3, D4, D5
Quest, True Crime, The Nest, Telemundo
2/1/2029
Phoenix, AZ
KPNXKNAZ-TV
NBCNBC
KPNX-D2, D3, D4, D6KNAZ-D2, D3, D4, D5
ShopLC, True Crime, Quest, The NestShopLC, True Crime, Quest, The Nest
10/1/203010/1/2030
Seattle-Tacoma, WA
KING-TVKONG
NBCIndependent
KING-D2, D3, D4, D5KONG-D2, D3
True Crime, Quest, The 365, QVC2Quest, True Crime
2/1/20312/1/2031
Minneapolis-St. Paul, MN
KARE
NBC
KARE-D2, D3, D4, D5, D8
Quest, True Crime, ShopLC, The Nest, HSN
4/1/2030
Denver, CO
KUSAKTVD
KUSA-D2, D3, D5, D6KTVD-D2, D3, D5
Cozi, True Crime, Quest, The NestH&I, ShopLC, Quest
4/1/20304/1/2030
Cleveland, OH
WKYC
WKYC-D2, D3, D4, D5, D6, D7
True Crime, Cozi, Quest, The Nest, ShopLC, QVC2
10/1/2029
Sacramento, CA
KXTV
ABC
KXTV-D2, D3, D4, D5, D6, D9
True Crime, Quest, Laff, Comet, The Nest, ShopLC
8/1/2032
Charlotte, NC
WCNC-TV
WCNC-D2, D3, D4, D5
True Crime, Court TV, Quest, The Nest
12/1/2028
Portland, OR
KGW
KGW-D2, D3KGWZ-LD, D2 D3
Quest, True CrimeQuest, True Crime, QVC2
St. Louis, MO
KSDK
KSDK-D2, D3, D4, D5
Great, True Crime, Quest, Nosey
2/1/2030
Indianapolis, IN
WTHR
WTHR-D2, D3, D4, D6WALV-CD, D3, D4
Quest, MeTV, True Crime Network, The NestMeTV, True Crime Network, Shop LC
8/1/20298/1/2029
San Diego, CA
KFMB-TV
KFMB-D2, D3, D4, D6
MNTV, Quest, True Crime, The Nest
San Antonio, TX
KENS
KENS-D2, D3, D5, D7
Estrella, True Crime, Quest, Jewelry TV, ShopLC
8/1/2030
New Haven, CT
WTIC-TVWCCT-TV
FOXThe CW
WTIC-D2, D3, D4, D5WCCT-D2, D3, D4
Antenna TV, Great, True Crime, The NestGrit, Comet, Quest
4/1/20314/1/2031
Austin, TX
KVUE
KVUE-D2, D3, D4, D5, D6, D7, D8
Estrella, True Crime, Quest, The Nest, Outlaw, Busted, ShopLC
Columbus, OH
WBNS-TV(2)
WBNS-D2, D3, D4, D5, D6, D7, D8
MeTV, Dabl, True Crime, Quest, ShopLC, Busted, Ion Plus
Jacksonville, FL
WTLVWJXX
NBCABC
WTLV-D2, D3, D4, D5, D6, D7, D8WJXX-D3, D4, D5, D6
Antenna TV, True Crime, Roar, ShopLC, HSN, Comet, ChargeQuest, Mystery, The Nest, Nosey
2/1/20292/1/2029
42
Harrisburg, PA
WPMT
FOX
WPMT-D2
Antenna TV
8/1/2031
Grand Rapids, MI
WZZM
WZZM-D3, D4, D5, D6, D7, D9
True Crime, Quest, The 365, Outlaw, QVC, Start TV
Portsmouth, VA
WVEC
WVEC-D2, D3, D4, D5, D6, D8WJHJ-LD
True Crime, MeTV, Quest, The 365, Outlaw, ShopLCQuest
10/1/202810/1/2028
Greensboro, NC
WFMY-TV
WFMY-D2, D3, D4, D5, D6, D7, D8
True Crime, Ion Mystery, Quest, The 365, Outlaw, QVC, HSN
49
Louisville, KY
WHAS-TV
WHAS-D2, D3, D4, D5, D6, D7, D8, D9
True Crime, Quest, Busted, The Nest, Great, HSN, QVC, Dabl
8/1/2029
50
New Orleans, LA
WWL-TVWUPL
CBSMNTV
WWL-D2, D3, D4, D5, D6, D7, D8WUPL-D2, D3, D4, D5WBXN-CD
True Crime, The Nest, Confess, Great, Dabl, QVC2, ShopLCQuest, H&I, True Crime, CoziMNTV
6/1/20296/1/2029(4)
Memphis, TN
WATN-TVWLMT
ABCThe CW
WATN-D2, D3, D4, D5, D6, D7, D8WLMT-D2, D3, D4, D5, D6, D8
Quest, Cozi, True Crime, Laff, The Nest, Comet, Charge!MeTV, StartTV, Great, ShopLC, Nosey, Rewind TV
Buffalo, NY
WGRZ
WGRZ-D2, D3, D4, D5
Antenna TV, True Crime, Quest, Nosey
6/1/2031
Little Rock, AR
KTHV
KTHV-D2, D3, D5, D7, D8
Quest, True Crime, Nosey, Busted, ShopLC
6/1/2029
59
Wilkes Barre, PA
WNEP-TV
WNEP-D2
Knoxville, TN
WBIR-TV
WBIR-D2, D3, D4, D5, D6, D7, D8
MeTV, True Crime, Quest, The Nest, ShopLC, Nosey, Comet
Tucson, AZ
KMSBKTTU-TV
KMSB-D2, D3, D4, D5, D7, D8KTTU-D2, D3, D4, D5, D6
Quest, True Crime, Nosey, ShopLC, Comet, QVCMNTV, The Nest, Start TV, H&I, HSN
Spokane, WA
KREMKSKN
CBSThe CW
KREM-D2, D3, D4, D5, D6, D7, D8KSKN-D2, D3, D4, D5, D8
True Crime, Grit, ShopLC, Great, Outlaw, Comet, CoziQuest, Laff, The Nest, The 365, Defy
67
Des Moines, IA
WOI-DTKCWI-TV
WOI-D2, D3, D4KCWI-D2, D5, D8
True Crime, Grit, The NestQuest, Great, Dabl
2/1/20302/1/2030
75
Huntsville, AL
WZDX
WZDX-D2, D3, D4, D5, D6, D7, D8, D9
MNTV, MeTV, Mystery, True Crime, Quest, The Nest, Nosey, Comet
4/1/2029
76
Columbia, SC
WLTX
WLTX-D2, D3, D4, D5, D6
True Crime, ShopLC, Quest, The Nest, Nosey
78
Portland-Auburn, ME
WCSH
WCSH-D2, D3, D4, D5, D6, D8
True Crime, Quest, The 365, Outlaw, ShopLC, Defy
4/1/2031
81
Toledo, OH
WTOL
WTOL-D2, D3, D4, D5, D6, D7, D8
True Crime, Grit, Quest, ShopLC, Great, The Nest, Laff
83
Waco-Bryan, TX
KCEN-TV
KCEN-D2, D3, D5, D8, D9KAGS-LD, D2, D3, D5
Quest, True Crime, Great, Charge! ShopLCNBC, Quest, True Crime, Comet
Fayetteville, AR
KFSM-TV
KFSM-D2, D3, D4, D5, D6, D7, D8
True Crime, Antenna TV, Quest, The Nest, Busted, Great, Dabl
98
Boise, ID
KTVB(3)
KTVB-D2, D3, D4, D5, D6, D7, D8
24-7 News, Quest, True Crime, The Nest, ShopLC, Nosey, Antenna TV
10/1/2030
104
Quad Cities, IL
WQAD-TV
WQAD-D2, D3, D4, D5, D6, D7
Antenna TV, MNTV, True Crime, Quest, The Nest, Busted
12/1/2029
106
Tyler-Longview, TX
KYTX
KYTX-D2, D3, D4, D5, D6, D7, D8
The CW, MeTV, True Crime, Court TV, Ion Plus, The Nest, Quest
119
Macon, GA
WMAZ-TV
WMAZ-D2, D3, D4, D5, D6
The CW, True Crime, Quest The Nest, Busted
Corpus Christi, TX
KIII
KIII-D2, D3, D4, D5, D6, D7, D8, D9
MeTV, Quest, Cozi, True Crime, The Nest, ShopLC, Great, QVC
143
Beaumont-Port Arthur, TX
KBMT
KBMT-D2, D3, D4, D5, D6, D7KUIL-LD, D2, D4, D5, D6, D7, D8, D9
NBC, Cozi, MeTV, True Crime, Quest, The 365MNTV, Busted, Mystery, Grit, Laff, H&I, HSN, QVC
Midland, TX
KWES-TV
KWES-D2, D3, D4, D6, D7
Quest, True Crime, Bounce TV, ShopLC, Great
156
Bangor, ME
WLBZ
WLBZ-D2, D3, D4, D6, D7, D8
True Crime, Quest, The Nest, Great, QVC, HSN
166
Abilene, TX
KXVA
KXVA-D2, D3, D4, D5, D7, D8
MNTV, Cozi, Quest, True Crime, Great, ShopLC
(4)
197
San Angelo, TX
KIDY
KIDY-D2, D3, D4, D5, D6, D7
MNTV, Cozi, Quest, Busted, Outlaw, True Crime
Pursuant to the terms of the Merger Agreement, at the Closing Date, each issued and outstanding equity share of TEGNA immediately prior to the closing of the Merger was converted into the right to receive $22 in cash (the “Merger Consideration”). All vested and unvested time-based and performance-based equity-based awards of TEGNA granted prior to August 18, 2025 and outstanding immediately prior to the effective time of the Merger were vested in full and converted into the right to receive the Merger Consideration at the Closing Date. Each TEGNA time-based restricted stock unit granted on or after August 18, 2025 was converted into a time-based restricted stock unit based on the Merger Consideration and the terms of the Merger Agreement.
The acquisition purchase price was $3.7 billion and reflects the Merger Consideration paid to acquire TEGNA’s outstanding equity and unvested equity-based awards granted before August 18, 2025. The purchase price was funded through a combination of proceeds from certain term loans and revolving loans, the issuance of secured notes (see Note 7) and cash on hand.
Subject to final determination, which is expected to occur within twelve months of the acquisition date, the following table summarizes (in millions) the allocation of the purchase price to the preliminary fair values of the assets acquired and liabilities assumed. During the second quarter of 2026, Nexstar recorded measurement period adjustments to the preliminary purchase price allocation as a result of refinements to valuation assumptions and additional information identified that existed as of the acquisition date. These adjustments primarily reflected a $25 million increase in investments and a $28 million decrease in network affiliation agreements. The effect of the measurement period adjustments on the Company’s results of operations was not material.
Assets acquired:
Cash and cash equivalent
316
624
128
Property and equipment
732
2,163
Network affiliation agreements
1,367
Other intangible assets
Other assets
Total assets acquired
5,563
Liabilities assumed:
(95
(383
(2,559
(846
(131
Total liabilities assumed
(4,029
Net assets acquired
1,534
2,123
Total Purchase Price
3,657
The preliminary purchase price allocation presented above is based upon management’s estimate of the fair value of the acquired assets and assumed liabilities using valuation techniques including income, cost, and market approaches. The fair value estimates (subject to final determination) are based on, but not limited to, estimated future revenue and cash flows, estimated long-term growth rates, and estimated discount rates. For assumed debt, refer to Note 14 for estimated fair values.
Property and equipment, excluding land of $177 million and construction in progress of $16 million, are depreciated over a weighted-average estimated useful life of 18.1 years.
FCC licenses are classified as indefinite-lived intangible assets and are not amortized. The intangible assets attributable to network affiliation agreements are amortized over an estimated useful life of 15 years. Other definite-lived intangible assets (primarily customer relationships, developed technology and brand value) are amortized over a weighted-average estimated useful life of 6.6 years.
Goodwill is attributable to future synergies and cost reductions resulting from increased purchasing leverage of key expenses, the ability to leverage shared costs across a larger organization, and operational knowledge from experienced management. The entire amount of goodwill was assigned to the reportable TEGNA segment (see Note 4).
The carryovers of the tax basis in goodwill ($168 million), FCC licenses ($343 million), network affiliation agreements ($77 million), other intangible assets ($110 million) and property and equipment ($164 million) are deductible for tax purposes.
Other assets acquired and other liabilities assumed include right-of-use assets and lease liabilities, respectively, from various operating leases (see Note 8).
Certain assumed debt obligations were repaid subsequent to the Closing Date in March 2026. Refer to Note 7 for additional information.
For additional information regarding the assumed pension benefit obligations, supplemental retirement plan and other deferred compensation (included in other noncurrent liabilities), refer to Note 9.
In connection with the Merger, Nexstar also assumed certain commitments and contingencies as described in Note 10.
TEGNA’s net revenue of $803 million and operating income of $110 million from March 19, 2026 to June 30, 2026 have been included in the accompanying Condensed Consolidated Statements of Operations.
Transaction costs relating to the Merger, including legal and professional fees and severance costs of $52 million and $90 million, were expensed as incurred during the three and six months ended June 30, 2026, respectively. These costs were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations. Costs incurred during the three and six months ended June 30, 2025 were not material.
Unaudited Pro Forma Information
The following unaudited pro forma information (in millions) has been presented for the periods indicated as if the Merger with TEGNA had occurred on January 1, 2025. The unaudited pro forma information combined the historical results of Nexstar and TEGNA, adjusted for business combination accounting effects including transaction costs attributable to the Merger, the depreciation and amortization charges from acquired intangible assets, the interest on new debt and the related tax effects. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the Merger had taken place at the beginning of fiscal year 2025.
Three Months Ended June 30,
1,903
4,001
3,815
247
479
99
409
(32
Net income (loss) attributable to Nexstar
184
420
2025 Acquisition
On January 31, 2025, Nexstar acquired certain assets of WBNX-TV, an independent full power television station serving the Cleveland, OH market, from Winston Broadcasting Network, Inc. for a $22 million cash purchase price. The acquired assets and assumed liabilities were recorded at fair value as of the closing date of the transaction and consisted primarily of $20 million related to the FCC license.
The Company’s goodwill by segment, indefinite-lived intangible assets and definite-lived intangible assets consisted of the following ($ in millions):
Reportable Segments
Broadcast
TEGNA
Segments
Gross balances as of December 31, 2025
2,922
225
3,147
Accumulated Impairment
(43
(237
Net balances as of December 31, 2025
2,879
Current year acquisition (Note 3)
Net balances as of June 30, 2026
Gross balances as of June 30, 2026
5,270
FCC Licenses
Indefinite-lived Intangible Assets
Gross
Impairment
Net
2,997
(48
5,160
Network Affiliation Agreements
Other Definite-Lived Intangible Assets
Amortization
Definite-Lived Intangible Assets
and Impairment
3,125
(1,820
1,157
(875
4,282
(2,695
1,587
4,493
(1,940
1,268
(934
5,761
(2,874
2,887
The increases in network affiliation agreements and other definite-lived intangible assets are primarily attributable to the acquisition of TEGNA as discussed in Note 3 above.
The following table presents the Company’s estimate of amortization expense for the remainder of 2026, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of June 30, 2026 (in millions):
Remainder of 2026
2027
381
2028
356
2029
329
2030
2031
271
Thereafter
1,072
Indefinite-lived intangible assets are not subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that such assets might be impaired. During the three and six months ended June 30, 2026, the Company did not identify events that would trigger impairment assessments.
Investments in the Company’s Condensed Consolidated Balance Sheets consisted of the following (in millions):
Equity method investments
390
Other equity investments
Total investments
In connection with the Merger (Note 3), Nexstar acquired equity method investments in various tower joint ventures of $41 million and other equity investments of $37 million.
Equity Method Investments — Investment in TV Food Network
Nexstar’s equity method investments primarily include its 31.3% ownership stake in TV Food Network which was acquired upon Nexstar’s acquisition of Tribune Media Company (“Tribune”) on September 19, 2019. Nexstar’s partner in TV Food Network is Warner Bros. Discovery, Inc. (“WBD”), which owns a 68.7% interest in TV Food Network and operates the network on behalf of the partnership.
TV Food Network operates two 24-hour television networks, Food Network and Cooking Channel, offering quality television, video, internet and mobile entertainment and information focusing on food and entertaining.
The partnership agreement governing TV Food Network provides that the partnership shall, unless certain actions are taken by the partners, dissolve and commence winding up and liquidating TV Food Network upon the first to occur of certain enumerated liquidating events, one of which is a specified date of December 31, 2026. Nexstar intends to renew its partnership agreement with WBD for TV Food Network before expiration. In the event of a liquidation, Nexstar would be entitled to its proportionate share of distributions to partners, which the partnership agreement provides would occur as promptly as is consistent with obtaining fair market value for the assets of TV Food Network. The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances.
As of June 30, 2026, Nexstar’s investment in TV Food Network had a book value of $286 million, compared to $372 million as of December 31, 2025.
As of June 30, 2026, Nexstar’s remaining share in the amortizable basis difference related to its investment in TV Food Network was $223 million, which will be amortized over a remaining estimated life of approximately 3.2 years, and Nexstar’s share in basis difference attributable to the investee’s goodwill was $119 million. As of December 31, 2025, Nexstar’s share in the amortizable basis difference and goodwill was $258 million and $119 million, respectively.
Nexstar had the following transactions related to its investment in TV Food Network during the three and six months ended June 30, 2026 and 2025, respectively (in millions):
Cash distributions received
Recognized share in TV Food Networkʼs net income
28
Recorded amortization of basis difference (expense)
(17
(35
Summarized financial information for TV Food Network is as follows (in millions):
185
214
368
416
Costs and expenses
116
122
228
246
69
92
140
170
70
173
Other Equity Investments
Other equity investments represent interests in non-public entities that lack readily determinable fair values and in which we do not have control or significant influence. These investments are measured either at cost, adjusted for any impairment and observable price changes, or at fair value using the net asset value per share practical expedient.
Accrued expenses consisted of the following (in millions):
Compensation and related taxes
Interest payable
107
Network affiliation fees
233
77
124
The increases in accrued expenses are primarily attributable to liabilities assumed in connection with the Merger (see Note 3).
Long-term debt consisted of the following ($ in millions):
Nexstar’s outstanding term loans and revolving loans are governed by Nexstar’s credit agreement (as amended, the “Nexstar credit agreement”), and Mission’s outstanding term loans and revolving loans are governed by Mission’s credit agreement (as amended, the “Mission credit agreement”). Each of the amended credit agreements is also herein referred to as a “senior secured credit facility” (collectively, the “senior secured credit facilities”). Nexstar’s senior secured and senior unsecured notes and TEGNA’s senior unsecured notes are governed by the indentures.
Nexstar
Secured debt
Revolving loans due 2030
Term Loan A due 2030
1,810
1,857
Term Loan B due 2032
1,287
1,297
Term Loan B due 2033
1,525
7.75% Notes due 2027 (1)
7.25% Notes due 2027 (1)
240
6.50% Secured Notes due 2033
3,390
Unsecured debt
5.625% Notes due 2027
1,714
4.75% Notes due 2028
1,000
5.00% Notes due 2029
7.25% Notes due 2034
1,725
Term Loan B due 2028
286
287
Total outstanding principal
11,876
6,361
Less: unamortized financing costs and discount, net of premium
(132
(28
Total outstanding debt
11,744
6,333
Less: current portion
(331
(111
Long-term debt, net of current portion
2026 Activities
In connection with the consummation of the Merger, in March 2026, Nexstar completed a series of financing transactions to fund the purchase price and refinance certain outstanding indebtedness, as follows:
In April 2026, Nexstar issued $1,725 million in Senior Unsecured Notes due April 15, 2034 (“7.25% Notes due 2034”), the proceeds of which were used to refinance its 5.625% Notes due 2027.
Debt issuance costs, including lender fees and third party costs totaling $125 million, were deferred and amortized over the life of the applicable debt. Financing costs of $22 million related to commitment and funding fees related to bridge loans were recorded as interest expense, net in the accompanying Condensed Consolidated Statements of Operations.
In connection with the Merger, Nexstar assumed TEGNA’s outstanding principal amounts of indebtedness, as follows:
As of the Closing Date, the assumed TEGNA indebtedness were recorded at estimated fair value based on the prices they were paid or at estimated fair market value prices.
The proceeds from the issuance of new debt were used to fund the Merger and the related fees and expenses (see Note 3) and to repay certain TEGNA and Nexstar indebtedness in March and April 2026 as follows:
During the six months ended June 30, 2026, the Company repaid scheduled principal maturities of $59 million of its term loans and prepaid $150 million of Term Loan A due 2027 and $225 million of Term Loan B, funded by cash on hand.
On March 25, 2026, Nexstar completed the issuance and sale of $3,390 million in aggregate principal amount of 6.50% Senior Secured Notes due 2033 (the “6.50% Secured Notes due 2033”) at par. The 6.50% Secured Notes due 2033 were issued pursuant to an indenture dated March 25, 2026 (“6.50% Indenture due 2033”).
The 6.50% Secured Notes due 2033 are guaranteed on a senior secured basis by Nexstar, Mission and any direct or indirect restricted subsidiary of Mission, and by certain of Nexstar’s existing and future restricted subsidiaries that guarantee Nexstar’s credit facilities, and are secured with the obligations under Nexstar’s first lien credit agreement.
The 6.50% Secured Notes due 2033 will mature on September 15, 2033. Interest is payable semiannually in arrears on March 15 and September 15 of each year, commencing on September 15, 2026. Nexstar is obligated to make each interest payment to the holders of record of the 6.50% Secured Notes due 2033 on the immediately preceding March 1 and September 1.
Nexstar has the option to redeem all or a portion of the 6.50% Secured Notes due 2033 at any time prior to March 15, 2029 at a price equal to 100% of the aggregate principal amount plus accrued and unpaid interest to the redemption date, plus a make whole premium. At any time prior to March 15, 2029, Nexstar may also redeem up to 40% of the aggregate principal amount at a redemption price equal to 106.500%, plus accrued and unpaid interest to the redemption date, with the proceeds of certain equity offerings. In addition, at any time prior to March 15, 2029, Nexstar may redeem up to 10% of the aggregate principal amount in any twelve-month period ending after the issue date at a redemption price of 103%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after March 15, 2029, Nexstar may redeem, in whole or in part, at the applicable redemption price set forth in the indenture.
Upon the occurrence of a change of control (as defined in the 6.50% Indenture due 2033), each holder of the 6.50% Secured Notes due 2033 may require Nexstar to repurchase all or a portion of such 6.50% Secured Notes due 2033 in cash at a price equal to 101% of the aggregate principal amount of the 6.50% Secured Notes due 2033 to be repurchased, plus accrued and unpaid interest to the date of repurchase.
The 6.50% Indenture due 2033 contains covenants that limit, among other things, the ability of the issuer and its restricted subsidiaries to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) create liens, (5) merge or consolidate with another company, (6) sell, transfer or otherwise dispose of all or substantially all assets, (7) enter into agreements that restrict the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to the Issuer or other restricted subsidiaries and (8) prepay, redeem or repurchase certain indebtedness. These covenants are subject to a number of important exceptions and qualifications set forth in the 6.50% Indenture due 2033.
7.75% Notes due 2027
The 7.75% Notes due June 2027 were assumed in connection with the TEGNA acquisition. These notes are issued by Belo Corp., a subsidiary of TEGNA, with TEGNA and Nexstar as co-obligors of Belo Corp.’s obligations under the notes. The aggregate principal amount of the 7.75% Notes due 2027 outstanding is $200 million. The notes will mature on June 1, 2027 and bear interest at 7.75% per annum, payable semiannually in arrears on June 1 and December 1 of each year. The notes can be redeemed at any time subject to a customary make-whole premium. In accordance with the terms of the indenture, the Company intends to secure the notes.
7.25% Notes due 2027
The 7.25% Notes due 2027 were assumed in connection with the TEGNA acquisition. These notes are issued by Belo Corp., a subsidiary of TEGNA, with TEGNA and Nexstar as co-obligors of Belo Corp.’s obligations under the notes. The aggregate principal amount of the 7.25% Notes due 2027 outstanding is $240 million. The notes will mature on September 15, 2027 and bear interest at 7.25% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The notes can be redeemed at any time subject to a customary make-whole premium. In accordance with the terms of the indenture, the Company intends to secure the notes.
7.25% Unsecured Notes due 2034
On April 2, 2026, Nexstar issued $1,725 million of 7.25% senior unsecured notes due 2034 (“7.25% Notes due 2034”) at par. The 7.25% Notes due 2034 were issued pursuant to an indenture dated April 2, 2026 (“7.25% Indenture due 2034”). The net proceeds from the offering of the 7.25% Notes due 2034 were used to redeem Nexstar’s 5.625% Notes due 2027 and to pay related fees and expenses.
The 7.25% Notes due 2034 are guaranteed on a senior unsecured basis by Nexstar, Mission and any direct or indirect restricted subsidiary of Mission, and by certain of Nexstar’s existing and future restricted subsidiaries that guarantee Nexstar’s credit facilities. The 7.25% Notes due 2034 and the related guarantees are senior obligations of Nexstar and the guarantors and rank equal in right of payment with all of the existing and future senior indebtedness of Nexstar and the guarantors.
The 7.25% Notes due 2034 will mature on April 15, 2034. Interest is payable semiannually in arrears on April 15 and October 15 each year, commencing on October 15, 2026. Nexstar is obligated to make each interest payment to the holders of record of the 7.25% Notes due 2034 on the immediately preceding April 1 and October 1.
Nexstar has the option to redeem all or a portion of the 7.25% Notes due 2034 at any time prior to April 15, 2029 at a price equal to 100% of the aggregate principal amount of the 7.25% Notes due 2034 redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a customary “make-whole” premium. At any time prior to April 15, 2029, Nexstar may also redeem up to 40% of the aggregate principal amount of the 7.25% Notes due 2034 at a redemption price equal to 107.250% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with the proceeds of certain equity offerings. At any time on or after April 15, 2029, Nexstar may redeem the 7.25% Notes due 2034, in whole or in part, at the applicable redemption prices set forth in the 7.25% Indenture due 2034.
Upon the occurrence of a Change of Control Repurchase Event (as defined in the 7.25% Indenture due 2034), each holder of the 7.25% Notes due 2034 may require Nexstar to repurchase all or a portion of such 7.25% Notes due 2034 in cash at a price equal to 101% of the aggregate principal amount of the 7.25% Notes due 2034 to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The 7.25% Indenture due 2034 contains covenants that limit, among other things, the ability of Nexstar and its restricted subsidiaries to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) create liens, (5) merge or consolidate with another company, (6) sell, transfer or otherwise dispose of all or substantially all assets, (7) enter into agreements that restrict the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to Nexstar or other restricted subsidiaries and (8) prepay, redeem or repurchase certain indebtedness. These covenants are subject to a number of important exceptions and qualifications set forth in the 7.25% Indenture due 2034.
Unused Commitments and Borrowing Availability
Nexstar and Mission had $428 million (net of outstanding standby letters of credit of $30 million) and $14 million, respectively, of unused revolving loan commitments under their senior secured credit facilities, all of which were available for borrowing, based on the covenant calculations as of June 30, 2026. The Company’s ability to access funds under the senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of June 30, 2026, the Company was in compliance with its financial covenants.
Collateralization and Guarantees of Debt
The Company’s credit facilities described above are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, the other assets of consolidated VIEs unavailable to creditors of Nexstar (see Note 2) and the assets of The CW. Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility in the event of Mission’s default. Mission is a guarantor of Nexstar’s senior secured credit facility, Nexstar’s senior secured and senior unsecured notes and TEGNA’s senior unsecured notes.
In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements, which expire on various dates between 2026 and 2034, are freely exercisable or assignable by Nexstar without consent or approval by Mission. The Company expects these option agreements to be renewed upon expiration.
Debt Covenants
The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.25:1.00. Pursuant to the terms of Nexstar’s credit agreement, the maximum permitted covenant ratio may be increased, at Nexstar’s election, from 4.25:1.00 to 4.75:1.00 for the fiscal quarter in which a Material Transaction (as defined therein) is consummated and the following three consecutive fiscal quarters, subject to a maximum of two such elections during the term of the facility. In connection with its acquisition of TEGNA, Nexstar first elected this increase in the covenant ratio beginning in the first quarter of 2026 and will remain in effect through December 31, 2026. The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of the Company, excluding the operating results of The CW, which Nexstar designated as an unrestricted subsidiary under its credit agreements and indentures. The Mission credit agreement does not contain financial covenant ratio requirements but does provide for default in the event Nexstar does not comply with all covenants contained in the Nexstar credit agreement. As of June 30, 2026, the Company was in compliance with its financial covenants.
The Company as a Lessee
The Company has operating leases for office spaces, tower facilities, antenna sites, studios and other real estate properties and equipment. The operating leases have remaining lease terms of one month to 88 years, some of which may include options to extend the leases from two years to 99 years, and some of which may include options to terminate the leases within one year. Lease contracts that the Company has executed but which have not yet commenced as of June 30, 2026 were not material.
On March 19, 2026, in connection with its acquisition of TEGNA (see Note 3), Nexstar recognized ROU assets of $70 million, current lease liabilities of $11 million, and noncurrent lease liabilities of $56 million.
As of June 30, 2026 and December 31, 2025, the following table presents balance sheet and other information related to operating leases ($ in millions):
Balance Sheet Classification
Operating lease right-of-use assets, net
323
265
Current operating lease liabilities
Noncurrent operating lease liabilities
242
Weighted Average Remaining Lease Term of Operating leases
7.3 years
7.9 years
Weighted Average Discount Rate of Operating leases
5.1
%
4.7
Operating lease expense for the three months ended June 30, 2026 was $19 million, of which $8 million and $11 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Operating lease expense for the three months ended June 30, 2025 was $15 million, of which $6 million and $9 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations.
Operating lease expense for the six months ended June 30, 2026 was $34 million, of which $15 million and $19 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations. Operating lease expense for the six months ended June 30, 2025 was $31 million, of which $14 million and $17 million were
included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations.
Cash paid for operating leases included in the operating cash flows was $31 million and $30 million for the six months ended June 30, 2026 and 2025, respectively.
Future minimum lease payments under non-cancellable leases as of June 30, 2026 were as follows (in millions):
Operating Leases
109
Total future minimum lease payments
418
Less: imputed interest
(77
341
Nexstar has various funded, qualified non-contributory defined benefit retirement plans which cover certain employees and former employees. All these retirement plans are frozen in terms of pay and service, except for a plan with immaterial pension benefit obligations.
Nexstar also has various other postretirement benefit plans (“OPEB”), including retiree medical savings account plans which reimburse eligible retired employees for certain medical expenses and unfunded plans that provide certain health and life insurance benefits to certain retired employees. The periodic benefit cost (credit) related to OPEB is not significant.
The following tables provide the components of net periodic benefit cost (credit) for Nexstar’s pension benefit plans (in millions):
Interest cost
Expected return on plan assets
(26
(54
Amortization of net gain
Net periodic benefit credit
During the three and six months ended June 30, 2026, there were no significant contributions to the pension benefit plans. Nexstar anticipates it will be required to contribute a total of $39 million to its qualified pension benefit plans in 2026.
Assumed Defined Benefit Retirement Plans
In connection with the Merger, Nexstar assumed TEGNA’s funded, qualified non-contributory defined benefit retirement plans covering certain current and former employees. The retirement plan is frozen in terms of pay and service.
As of the Closing Date, the projected benefit obligation of the retirement plan was approximately $343 million, based on a 5.25% discount rate, and plan assets at fair value were approximately $324 million, resulting in a net noncurrent liability of $19 million (funded status). No significant net periodic benefit cost is anticipated in 2026.
The following table presents the estimated contribution to and benefit payments from the plan assets (in millions). Actual contributions may differ materially from these estimates.
Estimated Employer Contributions
2026 to participant benefits
Estimated Benefit Payments
33
2031-2035
135
Nexstar also assumed TEGNA’s $60 million benefit obligation attributable to supplemental retirement plan and other deferred compensation as of the Closing Date. In March 2026, TEGNA liquidated its life insurance policies and received $55 million which are restricted for the settlement of its supplemental retirement plan and other deferred compensation. During the second quarter of 2026, TEGNA settled the $60 million benefit obligation, funded by restricted cash.
Assumed Programming Commitments
In connection with the Merger, Nexstar assumed TEGNA’s contractual programming commitments for which no asset or liability has been recorded. Future minimum payments from these contracts, excluding intercompany transactions, are as follows as of June 30, 2026 (in millions):
255
525
456
1,245
Guarantee of Mission Debt
Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility. In the event that Mission is unable to repay amounts due, Nexstar will be obligated to repay such amounts. The maximum potential amount of future payments that Nexstar would be required to make under this guarantee would generally be limited to the outstanding principal amounts. As of June 30, 2026, Mission had a maximum commitment of $361 million under the Mission credit agreement, of which $347 million principal balance of debt was outstanding.
Indemnification Obligations
In connection with certain agreements that the Company enters into in the normal course of its business, including local service agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements under which the Company agrees to indemnify a third party to such arrangement from losses, claims and damages incurred by the indemnified party for certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss clauses, and the maximum potential amount of future payments the Company could be required to make under these indemnification arrangements may be unlimited. Historically, payments made related to these indemnifications have been insignificant, and the Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements.
Litigation
From time to time, the Company is involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, the Company believes the resulting liabilities could have a material adverse effect on its financial condition or results of operations.
Local TV Advertising Antitrust Litigation—On March 16, 2018, a number of broadcasters, including Nexstar, Tribune and TEGNA (collectively, the “Defendants”), each received a Civil Investigative Demand from the Antitrust Division of the Department of Justice (“DOJ”) regarding an investigation into the exchange of certain information related to the pacing of sales related to the same period in the prior year among broadcast stations in some local markets in alleged violation of federal antitrust law. Without admitting any wrongdoing, (i) some Defendants, including Tribune, entered into a proposed consent decree (referred to herein as the “consent decree”) with the DOJ on November 6, 2018, (ii) Nexstar agreed to settle the matter with the DOJ on December 5, 2018, and TEGNA, together with certain other defendants, agreed to settle the matter with DOJ on June 17, 2019. The consent decree pertaining to the Tribune and Nexstar settlements was entered in final form by the U.S. District Court for the District of Columbia on May 22, 2019, and the consent decree pertaining to the TEGNA settlement was entered by the same court on December 3, 2019. The two consent decrees, which are materially the same and settle claims by the government of alleged violations of federal antitrust laws in connection with the alleged information sharing, do not include any financial penalties. Pursuant to the respective consent decrees, Nexstar, Tribune and TEGNA agreed not to exchange certain non-public information with other stations operating in the same market except in certain cases, and to implement certain antitrust compliance measures and monitor and report on compliance with the consent decree. The consent decree with respect to Nexstar and Tribune expired in May 2026, and the consent decree with respect to TEGNA is scheduled to expire in December 2026.
Starting in July 2018, a series of plaintiffs filed putative class action lawsuits against the Defendants and others alleging that they coordinated their pricing of television advertising, thereby harming a proposed class of all buyers of television advertising time from one or more of the Defendants since at least January 1, 2014. The plaintiff in each lawsuit seeks injunctive relief and money damages caused by the alleged antitrust violations. On October 9, 2018, these cases were consolidated in a multi-district litigation in the District Court for the Northern District of Illinois captioned In Re: Local TV Advertising Antitrust Litigation, No. 1:18-cv-06785 (“MDL Litigation”). On January 23, 2019, the Court in the MDL Litigation appointed plaintiffs’ lead and liaison counsel.
The MDL Litigation is ongoing. The Plaintiffs’ Consolidated Complaint was filed on April 3, 2019; the Defendants filed a Motion to Dismiss on September 5, 2019. Before the Court ruled on that motion, the Plaintiffs filed their Second Amended Consolidated Complaint on September 9, 2019. This complaint added additional defendants and allegations. The Defendants filed a Motion to Dismiss and Strike on October 8, 2019. The Court denied that motion on November 6, 2020. On March 16, 2022, the Plaintiffs filed their Third Amended Complaint. The Third Amended Complaint adds two additional plaintiffs and an additional defendant but does not make material changes to the allegations.
On January 23, 2026, the Court entered a scheduling order setting trial on November 1, 2027. Nexstar, Tribune and TEGNA deny all allegations against them and will defend their advertising practices.
TEGNA Related Litigation
Certain legal proceedings have been instituted in connection with Nexstar’s Merger with TEGNA on March 19, 2026, as follows:
Litigation Relating to the Merger—As of March 2, 2026, three complaints were filed by purported stockholders of TEGNA in connection with the Merger: Faul v. TEGNA Inc., et al., No. 25-cv-12161 (filed in the U.S. District Court for the Northern District of Illinois on October 3, 2025 (the “Faul Litigation”)), Cohen v. TEGNA Inc., et al., Index No. 659416/2025 (filed in New York County on October 28, 2025), and Brady v. TEGNA Inc., et al., Index No. 659438/2025 (filed in New York County on October 29, 2025). As of February 17, 2026, the Faul Litigation has been dismissed without prejudice for want of prosecution. To our knowledge, neither the Cohen nor Brady complaints have been served on TEGNA.
Nexstar assumed contingencies from these proceedings in connection with the Merger. The complaints generally allege that the preliminary proxy statement filed by TEGNA on September 17, 2025 in connection with the Merger (the “Preliminary Proxy Statement”) or the definitive proxy statement filed by TEGNA on October 10, 2025 in connection with the Merger (the “Definitive Proxy Statement”) include false and misleading information and/or fail to disclose allegedly material information in violation of federal or state law. The complaints seek, among other things, to enjoin TEGNA from consummating the Merger, or in the alternative, rescission of the Merger and/or compensatory damages, as well as attorneys’ and expert fees. In addition to these complaints, TEGNA has received demand letters from counsel representing purported stockholders of TEGNA, alleging similar deficiencies and/or omissions in the Preliminary Proxy Statement or the Definitive Proxy Statement. TEGNA believes that the allegations in these actions are without merit. Additional complaints arising out of the Merger may be filed in the future, and additional demand letters arising out of the Merger may be received in the future.
Litigation Seeking to Enjoin the Merger—On March 18, 2026, a coalition of eight state attorneys general (California, Colorado, Connecticut, Illinois, New York, North Carolina, Oregon and Virginia, collectively, the “Initial States”) and DIRECTV, in two separate actions, brought civil lawsuits in the U.S. District Court for the Eastern District of California against Nexstar and TEGNA seeking to enjoin Nexstar’s Merger with TEGNA. Both complaints allege, among other things, that the merger of Nexstar and TEGNA violates federal antitrust laws. The complaints were filed prior to the consummation of the Merger. On March 19, 2026, the Merger was consummated. On March 20, 2026, DIRECTV and the states requested temporary restraining orders (“TROs”) from the U.S. District Court for the Eastern District of California to prevent Nexstar and TEGNA from integrating their operations. On March 27, 2026, the court entered a TRO requiring Nexstar to hold TEGNA separate until further ruling. On April 17, 2026, the court entered a preliminary injunction prohibiting further integration of Nexstar and TEGNA, which became effective on April 21, 2026. On April 21, 2026, Nexstar filed a notice of appeal with respect to the preliminary injunction in the U.S. Court of Appeals for the Ninth Circuit. Nexstar did not seek a stay of the preliminary injunction. On April 30, 2026, DIRECTV filed its Amended Complaint for Injunctive Relief and the Initial States plus the attorneys general for Indiana, Kansas, Massachusetts, Pennsylvania and Vermont filed Plaintiff States’ First Amended Complaint for Permanent Injunction. On May 21, 2026, Nexstar filed answers to the Amended Complaints of DIRECTV and the states. Discovery is ongoing, and the District Court has set a trial date of July 6, 2027. On July 8, 2026, briefing on Nexstar’s appeal of the preliminary injunction was completed, but the Court of Appeals has yet to set oral argument or issue a decision.
On March 21, 2026, six state cable associations (Pennsylvania, Washington, Indiana, Mississippi, Tennessee, and Virginia) along with Newsmax filed a notice of appeal or, alternatively, petition for writ of mandamus in the U.S. Court of Appeals for the District of Columbia Circuit challenging the FCC approval of the Merger. These parties also sought a stay of the FCC approval order and injunctive relief similar to that sought in the California cases. On March 23, 2026, five public interest parties filed a similar notice of appeal or, alternatively, emergency petition for writ of mandamus in the U.S. Court of Appeals for the District of Columbia Circuit challenging the FCC approval of the Merger, which was consolidated with the appeal filed by the cable associations. On April 28, 2026, the D.C. Circuit denied the emergency motions for a stay pending appeal finding the appellants had not satisfied the requirements for a stay. On July 9, 2026, the D.C. Circuit further denied the emergency petitions for writ of mandamus, denied those petitions’ stay requests under the All Writs Act, and dismissed the appeals for lack of jurisdiction. To date, the Appellants have not sought further relief from the D.C. Circuit or the Supreme Court following this order.
Additional challenges to the FCC approval of the Merger and requests for stay and injunction have been filed at the agency. Other parties may also seek injunctive relief or other actions or remedies.
Any adverse outcome in such lawsuits and any other lawsuits or legal challenges could have an adverse impact, which may be material, on the Company and could, among other things, require the Company to (i) divest assets (with no guarantee that such divestitures would be completed on commercially reasonable terms), (ii) continue to hold TEGNA or certain TEGNA assets separate, (iii) incur substantial additional costs, (iv) modify, restrict or terminate certain aspects of the Company’s integration plans with respect to TEGNA and/or (v) take other remedial actions. Such remedies could adversely affect the Company’s business, financial condition, results of operations and ability to realize anticipated benefits and synergies from the Merger.
27
On August 6, 2026, the district court presiding over the Nexstar-TEGNA Merger Litigation, 2:26-cv-967 (Eastern District of California), issued a ruling clarifying that the court’s preliminary injunction prohibits current and former employees, directors, consultants, or other affiliated personnel of Nexstar from serving on TEGNA’s board of directors. The order requires Nexstar to comply immediately and to file a status report on its compliance within 10 days. The order also requires Nexstar to provide additional discovery to Plaintiffs within 7 days and continuing on a monthly basis until the issuance of final judgment in the case. The order also requires the parties to meet and confer on the appointment of a special master to oversee compliance with the preliminary injunction and to rule on any compliance discovery disputes, or else to stipulate to procedures for compliance monitoring and discovery before the assigned magistrate judge. Nexstar is reviewing the ruling and evaluating how to respond.
Tribune Related Contingencies
In connection with Nexstar’s acquisition of Tribune on September 19, 2019, Nexstar assumed contingencies from certain legal proceedings, as follows:
Chicago Cubs Transactions—On August 21, 2009, Tribune and Chicago Entertainment Ventures, LLC (f/k/a Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), among other parties, entered into an agreement (the “Cubs Formation Agreement”) governing the contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC. The transactions contemplated by the Cubs Formation Agreement and the related agreements thereto (the “Chicago Cubs Transactions”) closed on October 27, 2009. As a result of these transactions, Northside Entertainment Holdings LLC (f/k/a Ricketts Acquisition LLC) owned 95% and Tribune owned 5% of the membership interests in CEV LLC. The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain as the transaction was structured to comply with the partnership provisions of the Internal Revenue Code and related regulations.
On June 28, 2016, the Internal Revenue Service (“IRS”) issued Tribune a Notice of Deficiency which presented the IRS’s position that the gain with respect to the Chicago Cubs Transactions should have been included in Tribune’s 2009 taxable income. Accordingly, the IRS proposed a $182 million tax and a $73 million gross valuation misstatement penalty. During the third quarter of 2016, Tribune filed a petition in U.S. Tax Court to contest the IRS’s determination. After-tax interest on the aforementioned proposed tax and penalty through June 30, 2026 would be approximately $295 million. In addition, if the IRS prevails in its position, under the tax rules for determining tax basis upon emergence from bankruptcy, the Company would be required to reduce its tax basis in certain assets. The reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs LLC debt which was included in the reported tax basis previously determined upon emergence from bankruptcy and subject to Tribune’s 2014 and 2015 federal income tax audits (described below).
On September 19, 2019, Tribune became a wholly owned subsidiary of Nexstar following Nexstar’s acquisition of Tribune. Nexstar disagrees with the IRS’s position that the Chicago Cubs Transactions generated taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain. If the IRS prevails in its position, the gain on the Chicago Cubs Transactions would be deemed to be taxable in 2009. Nexstar estimates that the federal and state income taxes would be approximately $225 million before interest and penalties. Any tax, interest and penalty due will be offset by tax payments made relating to this transaction subsequent to 2009. Tribune made approximately $154 million of tax payments prior to its merger with Nexstar.
A bench trial in the U.S. Tax Court took place between October 28, 2019 and November 8, 2019, and closing arguments took place on December 11, 2019. The Tax Court issued a separate opinion on January 6, 2020 holding that the IRS satisfied the procedural requirements for the imposition of the gross valuation misstatement penalty. The judge deferred any litigation of the penalty until a final determination was reached by the Tax Court or Court of Appeals.
On October 26, 2021, the Tax Court issued an opinion related to the Chicago Cubs Transactions, which held that Tribune’s structure was, in substantial part, in compliance with partnership provisions of the Code and, as a result, did not trigger the entire 2009 taxable gain proposed by the IRS. On October 19, 2022, the Tax Court entered the decision that there is no tax deficiency or penalty due in the 2009 tax year. On January 13, 2023, the IRS filed a notice of appeal
to the U.S. Court of Appeals for the Seventh Circuit. On February 3, 2023, the Company filed a notice of cross-appeal. On February 15, 2024, the case was argued before the U.S. Court of Appeals for the Seventh Circuit. The Company expects a ruling from the Court of Appeals in the second half of 2026.
As of June 30, 2026, Nexstar believes the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent tax years is not material to the Company’s accounting for uncertain tax positions or to its Condensed Consolidated Financial Statements. Although management believes its estimates and judgments are reasonable, the timing and ultimate resolution are unpredictable and could materially change.
Revenue Agent’s Report on Tribune’s 2014 to 2015 Federal Income Tax Audits— Prior to Nexstar’s acquisition of Tribune in September 2019, Tribune was undergoing federal income tax audits for taxable years 2014 and 2015. In the third quarter of 2020, the IRS completed its audits of Tribune and issued a Revenue Agent’s Report which disallows the reporting of certain assets and liabilities related to Tribune’s emergence from Chapter 11 bankruptcy on December 31, 2012. Nexstar disagrees with the IRS’s proposed adjustments to the tax basis of certain assets and the related taxable income impact, and Nexstar is contesting the adjustments through the IRS administrative appeal procedures. If the IRS prevails in its position and after taking into account the impact of the Tax Court opinion, Nexstar would be required to reduce its tax basis in certain assets resulting in a $17 million increase in its federal and state taxes payable and a $69 million increase in deferred income tax liability as of June 30, 2026. In accordance with ASC Topic 740, the Company has reflected $11 million for certain contested issues in its liability for uncertain tax positions at June 30, 2026 and December 31, 2025.
Regulatory Matters
On March 21, 2024, the FCC issued a Notice of Apparent Liability for Forfeiture (“NAL”) to Nexstar and to Mission, a consolidated VIE, for alleged violations of the Communications Act of 1934, including the Telecommunications Act of 1996 (the “Communications Act”) and FCC rules relating to Mission television station WPIX, New York, New York. The NAL alleges that Nexstar and Mission engaged in an unauthorized transfer of control of WPIX and that Nexstar violated the national television ownership limit by acquiring undisclosed attributable interests in the station. The NAL proposes forfeitures to Nexstar and Mission for the alleged violations and additionally requires that within 12 months of a forfeiture order or payment of the forfeitures, either (i) Mission divest WPIX to an “unrelated third party” or (ii) Mission sell WPIX to Nexstar, with Nexstar divesting a sufficient number of other stations to reduce its national reach below the FCC national ownership limit. Nexstar and Mission have filed responses vigorously disputing the NAL. Nexstar is unable to reasonably estimate the possible financial statement impact, if any, relating to the NAL.
The FCC’s rules limit the percentage of U.S. television households which a party may reach through its attributable interests in television stations to 39%, with UHF stations counted as 50% of a market’s percentage of total national audience. On August 6, 2026, the FCC voted to eliminate the national television ownership rule and to replace it with a case-by-case review of individual transactions. The FCC’s decision to repeal the rule, which is not yet effective, is likely to be the subject of litigation. Because we received a waiver of the national television ownership rule in connection with the Merger, any challenges to the FCC’s elimination of the rule could have an impact on the TEGNA Related Litigation discussed above.
The holders of common stock are entitled to one vote per share. The common stockholders are entitled to receive cash dividends, subject to the rights of holders of any series of preferred stock, on an equal per share basis. Nexstar’s senior secured credit facility provides limits on the amount of dividends the Company may pay to stockholders during the term of Nexstar’s credit agreement.
Nexstar’s board of directors has authorized a stock repurchase program under which Nexstar may repurchase shares of its common stock from time to time in open market transactions, block trades or privately negotiated transactions, including through Rules 10b5-1 and 10b-18 plans. The program has no minimum number of shares that Nexstar is required to purchase, has no expiration date and may be modified, suspended or discontinued at any time without prior notice. As of June 30, 2026, $1.4 billion remained available for repurchases under the authorization.
On June 16, 2026, Nexstar’s stockholders approved the Nexstar Media Group, Inc. 2026 Long-Term Omnibus Incentive Plan (the “2026 Plan”) which replaced the Nexstar Media Group, Inc. 2019 Long-Term Equity Incentive Plan (the “2019 Plan”). A maximum of 3,058,400 shares in stock-based awards may be issued under the 2026 Plan and no future awards will be made under the 2019 Plan.
Income tax expense was $64 million for the three months ended June 30, 2026 compared to income tax expense of $39 million for the same period in 2025. The Company’s effective tax rates were 36.2% and 30.0% for each of the respective periods. An increase in the valuation allowance resulted in a 4.9% increase to the effective tax rate. Permanent differences, including non-deductible transaction costs and reduced excess benefits from vesting of restricted stock units, resulted in a 2.2% increase to the effective tax rate.
Income tax expense was $57 million for the six months ended June 30, 2026 compared to income tax expense of $80 million for the same period in 2025. The Company’s effective tax rates were 17.3% and 29.9% for each of the respective periods. As a result of the TEGNA acquisition, the Company remeasured the historical net deferred tax liability to reflect a lower federal/state blended tax rate resulting from the consolidation. This resulted in a discrete tax benefit of approximately $47 million, or a 14.2% decrease to the effective tax rate. These decreases were partially offset by an increase in the valuation allowance which resulted in a 2.9% increase to the effective tax rate.
The Company calculates its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusts the provision for discrete tax items recorded in the period.
Future changes in the forecasted annual income projections could result in significant adjustments to quarterly income tax expense in future periods.
Income per share (basic and diluted) available to common stockholders is presented below ($ in millions, except per share amounts, and shares in thousands):
Net income available to common stockholders
93
Weighted average shares outstanding – basic
Dilutive effect of equity incentive plan instruments
293
543
Weighted average shares outstanding – diluted
Net income per share available to common stockholders – basic
Net income per share available to common stockholders – diluted
During the three and six months ended June 30, 2026, weighted average restricted stock units of 400,000 and 219,000, respectively, were excluded from the calculation of diluted income per share because their effect would have been anti-dilutive.
During the three and six months ended June 30, 2025, weighted average restricted stock units of 112,000 and 75,000, respectively, were excluded from the calculation of diluted income per share because their effect would have been anti-dilutive.
The Company measures and records in its Condensed Consolidated Financial Statements certain assets and liabilities at fair value. ASC Topic 820, “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels:
The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value due to their short-term nature.
The estimated fair values and carrying amounts of the Company’s long-term debt not measured at fair value on a recurring basis but for which fair value disclosures were required under ASC 820 were as follows ($ in millions):
Carrying
Fair
Value
$ 288(1)
$ 139(1)
1,805
1,794(2)
1,852
1,820(2)
1,269
1,273(2)
1,278
1,302(2)
1,510(2)
203
204(2)
243
246(2)
3,352
3,377(2)
1,715
1,712(2)
997
978(2)
996
990(2)
60(2)
1,703
1,716(2)
61(1)
285
285(2)
288(2)
During the three and six months ended June 30, 2026, there were no events or changes in circumstance that triggered an impairment to the Company’s significant assets, including equity method investments, indefinite-lived intangible assets, long-lived assets and goodwill.
The Company’s segment structure reflects the financial information and reports used by its Chief Operating Decision Maker (“CODM”) to assess operating performance, allocate resources and make decisions regarding current operating and financial focus. The Company’s CODM is the Chairman and Chief Executive Officer.
The Company’s reportable segments are Broadcast and TEGNA. The Broadcast segment includes (i) television stations and related local websites owned, operated, programmed or provided sales and other services to by Nexstar (excluding TEGNA) in markets throughout the United States, (ii) NewsNation, a national cable news network, (iii) two owned and operated multicast networks and other multicast network services, and (iv) WGN-AM, a Chicago radio station. The TEGNA segment includes TEGNA’s owned and operated television stations, the Premion advertising platform, TEGNA’s multicast and podcast networks, and other digital assets. TEGNA became a reportable segment in the second quarter of 2026 following Nexstar’s acquisition on March 19, 2026 (see Note 3).
The Company’s other operating segments are nonreportable and include (i) The CW and (ii) legacy digital business units focused on the national marketplace. Intersegment transactions are eliminated in consolidation. The remaining activities of the Company are corporate functions and the management of certain real estate assets.
The CODM evaluates the performance of the Company’s operating segments based on net revenue and segment profit (loss). Segment profit (loss) includes net revenue, programming and related expenses, selling, general and administrative expenses attributable to the segments, and amortization of broadcast rights. Segment profit (loss) excludes unallocated corporate revenue and expenses, depreciation of property and equipment and amortization of intangible assets, impairment charges, transaction and other one-time expenses, gain on disposal of assets and business divestitures and non-operating income statement items.
The following table sets forth a breakdown of selected financial information for our reportable Broadcast and TEGNA segments and a reconciliation of their profit to income from operations (in millions):
Broadcast Segment:
1,236
1,150
2,459
2,319
Programming and related expenses (1)
(553
(547
(1,102
(1,090
Selling, general and administrative expenses (1)
(178
(358
(359
Amortization of broadcast rights (1)
(31
Broadcast segmentʼs profit
491
410
970
839
TEGNA Segment:
697
803
(379
(436
(123
(140
TEGNA segmentʼs profit
216
Total segmentsʼ profit
676
1,186
Other segmentsʼ loss, net
(25
(61
Corporate (unallocated)
(78
(145
(102
Depreciation and amortization expense (2)
(158
(118
(279
(234
Transaction and other one-time expenses
(53
Miscellaneous
The following tables present the disaggregation of the Company’s revenue by source (in millions):
Corporate
Three Months Ended June 30, 2026
(unallocated)
Eliminations(1)
Consolidated
Distribution
739
1,116
Advertising
488
862
Total net revenue
(20
Six Months Ended June 30, 2026
1,505
(37
1,954
937
382
1,409
163
Three Months Ended June 30, 2025
718
733
423
475
Six Months Ended June 30, 2025
1,465
1,495
834
100
934
(1)The elimination of distribution revenue represents intersegment revenue generated by Other segments for services provided to the Broadcast segment.
Our primary sources of revenue include: (i) distribution, comprised primarily of retransmission revenue, carriage fees, affiliation fees and spectrum leasing revenue and (ii) advertising, comprised of non-political and political advertising.
Distribution revenue, our largest category of revenue, primarily results from compensation from cable, satellite and other multichannel video programming distributors (“MVPDs”) and virtual multichannel video programming distributors (“vMVPDs”) in return for our consent to the retransmission of the signals of our television stations and the carriage of NewsNation, typically based on the number of subscribers the MVPDs and vMVPDs have. We also generate distribution revenues from affiliation fees paid by affiliates of The CW and from programmers who use our spectrum in selected localities to air their content on our multicast streams. Distribution revenue is recognized at the point in time the broadcast signal or cable network feed is delivered to the distributors in the case of retransmission and carriage fee revenue or, in the case of affiliation fees and spectrum leasing revenue, as network programming and spectrum capacity are delivered to our affiliates and customers.
Advertising revenue primarily results from the sale to local, regional and national businesses, political candidates and other political advertisers of commercial airtime by our stations and networks and the sale of advertising on our owned or third-party websites, and through mobile and over-the-top (“OTT”) applications and other digital advertising solutions. Advertising revenue is generally highest in the second and fourth quarters of each year due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. Advertising revenue is generally higher during even-numbered years when congressional and/or presidential elections occur and advertising is aired during the Olympic Games. Advertising revenue is recognized at the time the advertisement airs or is delivered on our websites or mobile or OTT applications or the advertising solution is delivered.
During the three and six months ended June 30, 2026, revenues for two of the Company’s customers exceeded 10%. The first customer represented approximately 12% and 13% of the Company’s consolidated net revenue during the three and six months ended June 30, 2026, respectively. The second customer represented approximately 12% and 13% of the Company’s consolidated net revenue during the three and six months ended June 30, 2026, respectively. During the three and six months ended June 30, 2025, revenues for two of the Company’s customers exceeded 10%. The first customer represented approximately 13% and 14% of the Company’s consolidated net revenue during the three and six months ended June 30, 2025, respectively. The second customer represented approximately 13% and 14% of the Company’s consolidated net revenue during the three and six months ended June 30, 2025, respectively.
Assets by reportable segment are not reported because it is not used by the CODM to allocate resources or evaluate segment performance. For disclosure of goodwill by segment, see Note 4.
On July 31, 2026, Nexstar’s Board of Directors declared a quarterly cash dividend of $1.86 per share of its common stock. The dividend is payable on August 28, 2026 to stockholders of record on August 14, 2026.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and the Consolidated Financial Statements and related Notes contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
As used in this Quarterly Report on Form 10-Q and unless the context indicates otherwise, “Nexstar” refers to Nexstar Media Group, Inc., a Delaware corporation, and its consolidated wholly owned and majority owned subsidiaries; the “Company” refers to Nexstar and the variable interest entities (“VIEs”) required to be consolidated in our financial statements; and all references to “we,” “our,” “ours,” and “us” refer to Nexstar.
As a result of our deemed controlling financial interests in the consolidated VIEs in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), we consolidate the financial position, results of operations and cash flows of these VIEs as if they were wholly owned entities. We believe this presentation is meaningful for understanding our financial performance. Refer to Note 2 to our Condensed Consolidated Financial Statements for a discussion of our determinations of VIE consolidation under the related authoritative guidance. The following discussion of our financial position and results of operations includes the consolidated VIEs’ financial position and results of operations.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including but not limited to: the ultimate outcome, benefits and synergies of the merger between Nexstar and TEGNA Inc. (“TEGNA”); the risks and uncertainties of current economic factors that are beyond our control, such as tariffs and other trade barriers, capital markets volatility, sustained inflation and high interest rates and supply chain disruptions; any projections or expectations of earnings, revenue, financial performance, liquidity and capital resources or other financial items; any assumptions or projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations, performance, liquidity and capital resources or other financial items; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and other similar words.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ from a projection or assumption in any of our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties, including those described in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our other filings with the United States Securities and Exchange Commission (the “SEC”). The forward-looking statements made in this Quarterly Report on Form 10-Q are made only as of the date hereof, and we do not have or undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances.
Executive Summary
Six Months Ended June 30, 2026 Highlights
Overview of Operations
As of June 30, 2026, we owned, operated, programmed or provided sales and other services to 265 full power television stations, two AM radio stations and one FM radio station, including those television stations owned by VIEs, in 132 markets in 44 states and the District of Columbia. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MyNetworkTV and other broadcast television networks. Through various local service agreements, we provided sales, programming and other services to 37 full power television stations owned by independent third parties, of which 35 full power television stations are VIEs that are consolidated into our financial statements.
As of June 30, 2026, we also own an 81.1% ownership interest in The CW, the fifth major broadcast network in the U.S.; NewsNation, a national cable news network; Premion, a connected TV and over-the-top advertising platform; four multicast networks, Antenna TV, REWIND TV, True Crime and Quest; multicast network services provided to third parties; Locked On Podcast Network (“Locked On”), a network of sports podcasts; BestReviews LLC (“BestReviews”), a leading consumer product recommendations company; and a 31.3% ownership stake in TV Food Network. Our digital assets include 176 local websites and 292 mobile applications across local stations, NewsNation, The Hill, BestReviews, Locked On and True Crime. The portfolio also includes 160 connected television applications and 54 free ad-supported television channels.
We (excluding The CW) guarantee full payment of all obligations incurred under Mission Broadcasting, Inc.’s (“Mission”) senior secured credit facility in the event of its default. Mission is a guarantor of Nexstar’s senior secured credit facility, Nexstar’s senior secured and senior unsecured notes and TEGNA’s senior unsecured notes. In consideration of our guarantee of Mission’s senior secured credit facility, Mission has granted us purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2026 and 2034) are freely exercisable or assignable by us without consent or approval by Mission or its shareholders. We expect these option agreements to be renewed upon expiration.
We do not own the consolidated VIEs or their television stations. However, we are deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes in these entities because of (i) the local service agreements we have with their stations, (ii) our (excluding The CW) guarantee of the obligations incurred under Mission’s senior secured credit facility, (iii) our power over significant activities affecting the consolidated VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit us to acquire the assets and assume the liabilities of each of these VIEs’ stations at any time, subject to FCC consent. In compliance with FCC regulations for all the parties, each of the consolidated VIEs maintains complete responsibility for and control over programming, finances and personnel for its stations.
See Note 2, “Variable Interest Entities” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional information on VIEs, including a discussion of the local service agreements we have with these independent third parties.
The Company’s reportable segments are Broadcast and TEGNA. Our Broadcast segment includes (i) television stations and related local websites owned, operated, programmed or provided sales and other services to by Nexstar (excluding TEGNA) in markets throughout the United States, (ii) NewsNation, a national cable news network, (iii) two owned and operated multicast networks and other multicast network services, and (iv) WGN-AM, a Chicago radio station. The TEGNA segment includes its owned and operated television stations, the Premion advertising platform, and its multicast and podcast networks. TEGNA became a reportable segment in the second quarter of 2026 following Nexstar’s acquisition on March 19, 2026.
Seasonality
In even-numbered years we generate substantial advertising revenue from the political advertising we sell to candidates, political action committees and political parties. Advertising revenue is also positively affected by certain events such as the Olympic Games or the Super Bowl. Advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. As 2025 was not an election year, we expect an increase in political advertising revenue, a component of our advertising revenue, to be reported in 2026 compared to 2025.
Historical Performance
Results of Operations
The following table sets forth the Company’s operating results ($ in millions):
% Change
Net revenue:
52.3
30.7
81.5
50.9
(28.6
(21.2
62.2
37.7
Direct operating
66.8
39.1
Selling, general and administrative
74.4
50.6
10.1
(5.4
33.9
19.2
60.5
36.1
70.0
45.1
Three Months Ended June 30, 2026 Compared to the Same Period in 2025
The Company’s revenues increased by $764 million, or 62.2%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to $697 million of incremental revenue from our acquisition of TEGNA and an $86 million increase in revenues from our Broadcast business units.
Distribution revenue increased $383 million, primarily reflecting $362 million of incremental revenue from the acquisition of TEGNA and a $21 million increase in revenue from our Broadcast business units due to annual rate escalators and other contractual increases, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations, offset in part by the impact of MVPD subscriber attrition.
Advertising revenue increased $387 million, primarily reflecting $331 million of incremental revenue from the acquisition of TEGNA and a $75 million increase in political advertising at our Broadcast business units, as 2026 is an election year, and a decrease in non-political revenue of $10 million due to political crowd-out and the ongoing market
37
softness. In total, political advertising revenue was $147 million for the current year compared to $9 million in the prior year.
Direct operating expenses, consisting primarily of programming, news and technical, and selling, general and administrative expenses increased $567 million, driven primarily by $503 million of incremental operating expenses of the acquired TEGNA business, acquisition-related and other nonrecurring expenses of $53 million and an increase in stock-based compensation from certain accelerated TEGNA awards due to terminations of $18 million.
Amortization of broadcast rights increased $8 million, primarily due to incremental amortization of the acquired TEGNA business.
Depreciation and amortization of intangible assets increased $40 million, primarily due to incremental depreciation and amortization associated with the acquisition of TEGNA.
Income from equity method investments, net decreased $8 million, or 72.7%, primarily due to a decline in TV Food Network’s net income resulting from lower revenue.
Interest expense, net increased $93 million, or 95.9%, primarily due to interest incurred on new borrowings in connection with the Merger and the refinancing of certain existing indebtedness, offset in part by a decrease in interest on debt repayments.
The Company’s effective tax rates were 36.2% and 30.0% for each of the respective periods. An increase in the valuation allowance resulted in a 4.9% increase to the effective tax rate. Permanent differences, including non-deductible transaction costs and reduced excess benefits from vesting of restricted stock units, resulted in a 2.2% increase to the effective tax rate.
The Company calculates its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusts the provision for discrete tax items recorded in the period. Future changes in the forecasted annual income projections could result in significant adjustments to quarterly income tax expense in future periods.
Six Months Ended June 30, 2026 Compared to the Same Period in 2025
The Company’s revenues increased $927 million, or 37.7%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to $803 million of incremental revenue from our acquisition of TEGNA and a $140 million increase in revenues from our Broadcast business units.
Distribution revenue increased $459 million, driven primarily by $416 million of incremental revenue from the acquisition of TEGNA and a $40 million increase in revenue from our Broadcast business units due to annual rate escalators and other contractual increases, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations, offset in part by the impact of MVPD subscriber attrition.
Advertising revenue increased $475 million, reflecting $382 million of incremental revenue from the acquisition of TEGNA and a $110 million increase in political advertising at our Broadcast business units, as 2026 is an election year, and a decrease in non-political revenue of $7 million due to political crowd-out and the ongoing market softness. In total, political advertising revenue was $194 million for the current year compared to $15 million in the prior year.
Direct operating expenses, consisting primarily of programming, news and technical, and selling, general and administrative expenses increased $696 million, driven primarily by $576 million of incremental operating expenses of the acquired TEGNA business, acquisition-related and other nonrecurring expenses of $95 million and an increase in stock-based compensation from certain accelerated TEGNA awards due to terminations of $18 million.
Amortization of broadcast rights decreased $9 million, primarily due to lower amortization of broadcast rights at The CW of $18 million to $119 million in 2026 from $137 million in 2025, offset in part by an $11 million incremental amortization from the acquisition of TEGNA.
Depreciation and amortization of intangible assets increased $45 million, primarily due to incremental depreciation and amortization associated with the acquisition of TEGNA.
Income from equity method investments, net decreased $12 million, or 63.2%, primarily due to a decline in TV Food Network’s net income resulting from lower revenue.
Interest expense, net increased $115 million, or 59.3%, primarily due to interest incurred on new borrowings in connection with the Merger and the refinancing of certain existing indebtedness, offset in part by a decrease in interest from debt repayments.
The Company’s effective tax rates were 17.3% and 29.9% for each of the respective periods. As a result of the TEGNA acquisition, the Company remeasured the historical net deferred tax liability to reflect a lower federal/state blended tax rate resulting from the consolidation. This resulted in a discrete tax benefit of approximately $47 million, or a 14.2% decrease to the effective tax rate. These decreases were partially offset by an increase in the valuation allowance which resulted in a 2.9% increase to the effective tax rate.
Liquidity and Capital Resources
The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control. The Company believes it has sufficient unrestricted cash on hand, positive working capital, and availability to access additional liquidity under its revolving credit facilities (with a maturity date of June 2030) to meet its business operating requirements and capital expenditures and to continue to service its debt for at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q. As of June 30, 2026, the Company was in compliance with the financial covenants contained in the credit agreements governing its senior secured credit facilities.
Any future adverse economic conditions, including those resulting from tariffs and other trade barriers, sustained inflation, high interest rates and supply chain disruptions, could adversely affect the Company’s future operating results, cash flows and financial condition.
Cash Flow Summary
The following tables present summarized financial information management believes is helpful in evaluating the Company’s liquidity and capital resources (in millions):
Cash paid for interest
As of June 30,
As of December 31,
Cash Flows—Operating Activities
Net cash flows provided by operating activities increased $3 million during the six months ended June 30, 2026, compared to the same period in 2025, due primarily to higher net income and changes in operating assets and liabilities primarily reflecting timing of receipts and payments.
Cash Flows—Investing Activities
Net cash flows used in investing activities increased $3,254 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily due to the $3,341 million payment for the acquisition of TEGNA’s equity (net of cash acquired), partially offset by the proceeds from certain cash assets of $55 million.
Cash Flows—Financing Activities
Net cash flows provided by financing activities increased $3,099 million during the six months ended June 30, 2026, compared to the same period in 2025. This was primarily due to net additional borrowings to finance the acquisition of TEGNA, refinance certain existing debt and loan repayments of $3,107 million, as well as $18 million cash paid for shares withheld for taxes and $107 million payments for debt financing costs, partially offset by a $125 million decrease in stock repurchases.
For additional information on debt borrowings, refer to Note 7 to our Condensed Consolidated Financial Statements.
Subsequent Investing and Financing Activities
Long-term debt
As of June 30, 2026, the Company had total outstanding debt of $11.7 billion, net of unamortized financing costs, discounts and premium, which represented 83.8% of the Company’s combined capitalization. The Company’s high level of debt requires that a substantial portion of cash flow be dedicated to pay principal and interest on debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes.
($ in millions)
Secured debt:
Nexstar senior secured credit facility
4,913
3,298
Mission senior secured credit facility
348
349
Unsecured debt:
Less: Unamortized financing costs, discounts and premium, net
Unused revolving loan commitments under senior secured credit facilities (1)
441
The following table summarizes the principal indebtedness scheduled to mature for the periods referenced as of June 30, 2026 (in millions):
Payments Due by Period
2028-2029
2030-2031
126
252
1,829
2,644
569
1,593
1,891
7,759
We (excluding The CW) guarantee full payment of all obligations incurred under Mission’s senior secured credit facility in the event of its default. Mission is a guarantor of our senior secured credit facility, our senior secured notes and our senior unsecured notes. In consideration of our guarantee of Mission’s senior secured credit facility, Mission has granted us purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2026 and 2034) are freely exercisable or assignable by us without consent or approval by Mission or its shareholders. We expect these option agreements to be renewed upon expiration.
We make semiannual interest payments on our senior secured and senior unsecured notes. Interest payments on our and Mission’s senior secured credit facilities are generally paid every one to three months and are payable based on the type of interest rate selected.
The terms of our and Mission’s senior secured credit facilities, as well as the indentures governing our senior secured notes and senior unsecured notes, limit but do not prohibit us or Mission from incurring substantial amounts of additional debt in the future. The Company’s senior secured credit facilities and the indentures governing our existing notes may limit the amount of dividends we may pay to stockholders and share repurchases we may make over the term of the agreements.
The Company does not have any rating downgrade triggers that would accelerate the maturity dates of its debt. However, a downgrade in the Company’s credit rating could adversely affect its ability to renew the existing credit facilities, obtain access to new credit facilities or otherwise issue debt in the future and could increase the cost of such debt.
The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. Any additional drawings under the senior secured credit facilities will reduce the Company’s future borrowing capacity and the amount of total unused revolving loan commitments. Any future adverse economic conditions, including those resulting from tariffs and other trade barriers, sustained inflation, high interest rates and supply chain disruptions, could adversely affect our future operating results and cash flows and may cause us to seek alternative sources of funding, including accessing capital markets, subject to market conditions. Such alternative sources of funding may not be available on commercially reasonable terms or at all.
The Nexstar credit agreement contains a covenant which requires us to comply with a maximum consolidated first lien net leverage ratio of 4.25:1.00. Pursuant to the terms of Nexstar’s credit agreement, the maximum permitted covenant ratio may be increased, at Nexstar’s election, from 4.25:1.00 to 4.75:1.00 for the fiscal quarter in which a Material Transaction (as defined therein) is consummated and the following three consecutive fiscal quarters, subject to a maximum of two such elections during the term of the facility. In connection with its acquisition of TEGNA, Nexstar first elected this increase in the covenant ratio beginning in the first quarter of 2026 and will remain in effect through December 31, 2026. The financial covenant, which is formally calculated on a quarterly basis, is based on the Company’s combined results, excluding the operating results of The CW, which Nexstar designated as an unrestricted subsidiary under its credit agreements and indentures. The Mission credit agreement does not contain financial covenant ratio
requirements but does provide for default in the event we do not comply with all covenants contained in the Nexstar credit agreement. As of June 30, 2026, we were in compliance with our financial covenant. We believe the Company will be able to maintain compliance with all covenants contained in the credit agreements governing its senior secured facilities and the indentures governing Nexstar’s senior secured notes and senior unsecured notes for a period of at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q.
Our senior secured credit facility may limit the amount of dividends we may pay to stockholders.
Off-Balance Sheet Arrangements
As of June 30, 2026, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or VIEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. All of our arrangements with our VIEs in which we are the primary beneficiary are on-balance sheet arrangements. Our variable interests in other entities are obtained through local service agreements, which have valid business purposes and transfer certain station activities from the station owners to us. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.
As of June 30, 2026, we had outstanding standby letters of credit with various financial institutions amounting to $30 million. The outstanding balance of standby letters of credit is deducted against our unused revolving loan commitment under our senior secured credit facility and would not be available for withdrawal.
Issuer and Guarantor Summarized Financial Information
Nexstar Media Inc. is the issuer of 4.75% Notes due 2028, 6.50% Secured Notes due 2033 and 7.25% Notes due 2034, TEGNA is the issuer of 5.00% Notes due 2029, and Belo Corp. is the issuer of, and TEGNA and Nexstar Media Group, Inc. are co-obligors of, 7.75% Notes due 2027 and 7.25% Notes due 2027 (together, Nexstar Media Inc., TEGNA and Belo Corp. are referred to as the “Issuer”). These notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar Media Group, Inc. (“Parent”), Mission (a consolidated VIE) and the Subsidiary Guarantors (as defined below). The Issuer, Subsidiary Guarantors, Parent and Mission are collectively referred to as the “Obligor Group” for the notes. “Subsidiary Guarantors” refers to certain of the Issuer’s restricted subsidiaries (excluding The CW) that guarantee these notes. The guarantees of the notes are subject to release in limited circumstances upon the occurrence of certain customary conditions set forth in the applicable indentures. The notes are not registered with the SEC.
The following combined summarized financial information is presented for the Obligor Group after elimination of intercompany transactions between Parent, Issuer, Subsidiary Guarantors and Mission in the Obligor Group and amounts related to investments in any subsidiary that is a non-guarantor. This information is not intended to present the financial position or results of operations of the consolidated group of companies in accordance with U.S. GAAP.
Summarized Balance Sheet Information for the Obligor Group (in millions):
Current assets – external(1)
1,899
1,337
Current assets – due from consolidated entities outside of Obligor Group
1,912
1,347
Noncurrent assets – external(1)(2)
15,117
8,759
Noncurrent assets – due from consolidated entities outside of Obligor Group
72
Total noncurrent assets
15,189
8,831
Total current liabilities(1)
1,224
652
Total noncurrent liabilities(1)
14,139
8,039
Summarized Statements of Operations Information for the Obligor Group (in millions):
Net revenue – external
3,296
Net revenue – from consolidated entities outside of Obligor Group
3,301
Costs and expenses – external
2,583
Costs and expenses – to consolidated entities outside of Obligor Group
Total costs and expenses
2,627
674
312
Net income attributable to Obligor Group
Critical Accounting Estimates
Our Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures. On an ongoing basis, we base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from those estimates, and any such differences could be material to our Condensed Consolidated Financial Statements.
Information with respect to the Company’s critical accounting estimates which it believes could have the most significant effect on the Company’s reported results and require subjective or complex judgments by management is contained in our Annual Report on Form 10-K for the year ended December 31, 2025. Management believes that as of June 30, 2026, there has been no material change to this information.
Refer to Note 2 of our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of recently issued accounting pronouncements, including our expected date of adoption and effects on results of operations and financial position.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
The Company’s exposure to market risk for changes in interest rates relates primarily to its long-term debt obligations.
The term loan borrowings under the Company’s senior secured credit facilities bear interest at rates ranging from 5.40% to 6.40% as of June 30, 2026, which represent (i) SOFR plus (ii) a credit spread adjustment, as applicable, and (iii) the applicable margin, as defined. Interest is payable in accordance with the credit agreements.
Based on the outstanding balances of the Company’s senior secured credit facilities (term loans and revolving loans) as of June 30, 2026, an increase in SOFR by 100 basis points would increase our annual interest expense and decrease our cash flow from operations by $53 million (excluding tax effects). A decrease in SOFR by 100 basis points would decrease our annual interest expense and increase our cash flow from operations by $53 million (excluding tax effects). Our senior secured and senior unsecured notes are not exposed to market interest rate changes. As of June 30, 2026, the Company has no financial instruments in place to hedge against changes in the benchmark interest rates on its senior secured credit facilities.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Nexstar’s management, with the participation of its Chairman and Chief Executive Officer along with its Chief Financial Officer, conducted an evaluation as of the end of the period covered by this report of the effectiveness of the design and operation of Nexstar’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Based upon that evaluation, Nexstar’s Chairman and Chief Executive Officer and its Chief Financial Officer concluded that as of the end of the period covered by this report, Nexstar’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to Nexstar’s management, including its Chairman and Chief Executive Officer and its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
As of the quarter ended June 30, 2026, there have been no changes in Nexstar’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
From time to time, the Company is involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, the Company believes the resulting liabilities could have a material adverse effect on its financial condition or results of operations. See Part I, Item 1, Note 10, “Commitments and Contingencies” for detailed discussion of ongoing litigation.
ITEM 1A. Risk Factors
There have been no material changes to the risk factors that were previously disclosed in Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 27, 2026, except the following risk factors are added due to the Merger. As a result of the Merger, TEGNA became a wholly owned subsidiary of Nexstar.
Adverse results from litigation relating to the Merger could impact our business practices and operating results.
We are currently involved in legal proceedings with various parties seeking to enjoin the Merger. On March 18, 2026, a coalition of eight state attorneys general (California, Colorado, Connecticut, Illinois, New York, North Carolina, Oregon and Virginia, collectively, the “Initial States”) and DIRECTV, in two separate actions, brought civil lawsuits in the U.S. District Court for the Eastern District of California against Nexstar and TEGNA seeking to enjoin Nexstar’s Merger with TEGNA. Both complaints allege, among other things, that the merger of Nexstar and TEGNA violates federal antitrust laws. The complaints were filed prior to the consummation of the Merger. On March 19, 2026, the Merger was consummated. On March 20, 2026, DIRECTV and the states requested temporary restraining orders (“TROs”) from the U.S. District Court for the Eastern District of California to prevent Nexstar and TEGNA from integrating their operations. On March 27, 2026, the court entered a TRO requiring Nexstar to hold TEGNA separate until further ruling. On April 17, 2026, the court entered a preliminary injunction prohibiting further integration of Nexstar and TEGNA, which became effective on April 21, 2026. On April 21, 2026, Nexstar filed a notice of appeal with respect to the preliminary injunction in the U.S. Court of Appeals for the Ninth Circuit. Nexstar did not seek a stay of the preliminary injunction. On April 30, 2026, DIRECTV filed its Amended Complaint for Injunctive Relief and the Initial States plus the attorneys general for Indiana, Kansas, Massachusetts, Pennsylvania and Vermont filed Plaintiff States’ First Amended Complaint for Permanent Injunction. On May 21, 2026, Nexstar filed answers to the Amended Complaints of DIRECTV and the states. Discovery is ongoing, and the District Court has set a trial date of July 6, 2027. On July 8, 2026, briefing on Nexstar’s appeal of the preliminary injunction was completed, but the Court of Appeals has yet to set oral argument or issue a decision.
On March 21, 2026, six state cable associations (Pennsylvania, Washington, Indiana, Mississippi, Tennessee, and Virginia) along with Newsmax filed a notice of appeal or, alternatively, petition for writ of mandamus in the U.S. Court of Appeals for the District of Columbia Circuit challenging the FCC approval of the Merger. These parties also sought a stay of the FCC approval order and injunctive relief similar to that sought in the California cases. On March 23, 2026, five public interest parties filed a similar notice of appeal or, alternatively, emergency petition for writ of mandamus in the U.S. Court of Appeals for the District of Columbia Circuit challenging the FCC approval, which was consolidated with the appeal filed by the cable associations. On April 28, 2026, the D.C. Circuit denied the emergency motions for a stay pending appeal finding the appellants had not satisfied the requirements for a stay. On July 9, 2026, the D.C. Circuit further denied the emergency petitions for writ of mandamus, denied those petitions’ stay requests under the All Writs Act, and dismissed the appeals for lack of jurisdiction. To date, the Appellants have not sought any further relief from the D.C. Circuit or the Supreme Court following this order.
Additional challenges to the FCC approval of the Merger and requests for stay and injunction have been filed at the agency. Other parties may also seek injunctive relief or other actions or remedies. Any adverse outcome in such lawsuits and any other lawsuits or legal challenges could have an adverse impact, which may be material, on our business, financial condition, results of operations and ability to realize anticipated benefits and synergies from the Merger, or could result in the divestiture of selected assets or all TEGNA assets (see Note 10).
In addition, as of March 2, 2026, three complaints were filed by purported stockholders of TEGNA in connection with the Merger as further described in Note 10. We assumed contingencies from these proceedings in connection with the Merger. The complaints generally allege that the preliminary proxy statement filed by TEGNA on September 17, 2025 in connection with the Merger or the definitive proxy statement filed by TEGNA on October 10, 2025 in connection with the Merger include false and misleading information and/or fail to disclose allegedly material information in violation of federal or state law. The complaints seek, among other things, to enjoin TEGNA from consummating the Merger, or in the alternative, rescission of the Merger and/or compensatory damages, as well as attorneys’ and expert fees. As of February 17, 2026, one of the litigations has been dismissed without prejudice for want of prosecution. In addition to these complaints, TEGNA has received demand letters from counsel representing purported stockholders of TEGNA, alleging similar deficiencies and/or omissions in the preliminary proxy statement or the definitive proxy statement. TEGNA believes that the allegations in these actions are without merit. Additional complaints arising out of the Merger may be filed in the future, and additional demand letters arising out of the Merger may be received in the future.
The FCC’s approval of the Merger requires us to comply with certain conditions. Failure to comply with these conditions could adversely affect our business operations.
In connection with the FCC’s approval of the Merger on March 19, 2026, we made certain commitments which the FCC adopted as binding conditions, including to (i) expand our investment in local news and programming, (ii) offer certain cable and satellite companies with which we have an existing retransmission consent agreement an extension of those agreements at existing rates until November 30, 2026, (iii) divest six television stations within two years, provided that a waiver of the FCC’s local television ownership rule remains necessary to own such stations at that time and (iv) promote nondiscrimination and equal employment opportunity consistent with governing law. Our failure to comply with these conditions may result in FCC-imposed penalties that would negatively impact our business operations.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
There was no common stock repurchased during the quarter ended June 30, 2026. As of June 30, 2026, the remaining available amount under the share repurchase authorization was $1.4 billion.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
ITEM 5. Other Information
None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2026.
ITEM 6. Exhibits
Exhibit
Incorporated by Reference
Number
Exhibit Description
Form
File No.
Filing Date
4.1
Indenture, dated as of April 2, 2026, by and among Nexstar Media Inc., the guarantors party thereto, and Wilmington Trust, National Association, as trustee.
8-K
000-50478
April 2, 2026
4.2
Form of 7.250% Senior Notes due 2034 (included as Exhibit A to Exhibit 4.1).
Nexstar Media Group, Inc. 2026 Long-Term Omnibus Incentive Plan.
DEF 14A
Appendix A
April 30, 2026
31.1
Certification of Perry A. Sook pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certification of Lee Ann Gliha pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certification of Perry A. Sook pursuant to 18 U.S.C. ss. 1350.*
32.2
Certification of Lee Ann Gliha pursuant to 18 U.S.C. ss. 1350.*
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
/S/ PERRY A. SOOK
By:
Perry A. Sook
Its:
Chairman and Chief Executive Officer (Principal Executive Officer)
/S/ LEE ANN GLIHA
Lee Ann Gliha
Chief Financial Officer (Principal Accounting and Financial Officer)
Dated: August 7, 2026