Every material Form 8-K Nexstar Media has filed with the SEC since November 07, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Nexstar reported record third-quarter 2026 net revenue of $2.13 billion, up 78.0% from a year earlier, driven largely by its acquisition of TEGNA, which contributed $765 million of incremental revenue. Net income rose to $250 million from $65 million, and diluted earnings per share were $7.92 compared with $2.14. The company also repaid $350 million of debt in the quarter and $525 million more after quarter end, while a preliminary injunction limits its ability to realize expected TEGNA synergies.
Q3 net revenue was $2,133 million, up from $1,198 million; advertising revenue rose 114.9% and distribution revenue rose 53.9%.
Q3 diluted earnings per share were $7.92, compared with $2.14 in the prior-year quarter.
Q3 Adjusted EBITDA was $756 million, up from $358 million, and political advertising revenue was a record $317 million.
Total debt was $11.4 billion at September 30, 2026; the company repaid an additional $525 million of secured credit facilities after quarter end.
Nexstar Media Group's Board of Directors declared a quarterly cash dividend of $1.86 per share on its common stock, announced October 30, 2026. The dividend is payable November 27, 2026 to holders of record on November 13, 2026. The company says it intends to pay regular quarterly dividends, but future dividends will be reviewed and declared by the Board at its discretion.
Quarterly cash dividend of $1.86 per share declared October 30, 2026
Payable Friday, November 27, 2026
Record date is Friday, November 13, 2026
Future dividends, including increases, remain subject to quarterly Board review and discretion
Nexstar reported record second-quarter 2026 net revenue of $1.99 billion, up 62.2% year over year, driven largely by its TEGNA acquisition, which closed March 19, 2026. Net income rose to $113 million, but its margin fell to 5.7% from 7.4%, reflecting $53 million of one-time transaction expenses and higher interest expense. Total debt stood at $11.7 billion as of June 30, 2026.
Q2 net revenue of $1,993 million, up $764 million (62.2%) from $1,229 million a year earlier, including $697 million from TEGNA.
Q2 net income of $113 million, up 24.2%; diluted EPS not provided for Q2 in the release beyond $3.61 versus $3.06 a year earlier.
Interest expense, net rose to $190 million from $97 million in the prior-year quarter.
A federal court preliminary injunction issued April 17, 2026 requires Nexstar and TEGNA to be held separate; trial is scheduled for July 6, 2027.
Nexstar reported first-quarter 2026 results for the period ended March 31, including TEGNA results from March 19 to 31 after the acquisition closed on March 19, 2026. Net revenue rose 13.1% to $1.40 billion and net income rose 64.9% to $160 million, though the income gain included a tax benefit of approximately $47 million and $42 million of one-time transaction expenses. Operating cash flow fell 14.2% to $289 million, and the company said it is involved in lawsuits seeking to enjoin the TEGNA acquisition.
Net revenue of $1.40 billion, up $162 million or 13.1%, including $106 million from TEGNA
Net income of $160 million, up $63 million, including a tax benefit of approximately $47 million and $42 million of one-time TEGNA-related expenses
Adjusted EBITDA of $470 million, up 23.4%; net cash from operating activities of $289 million, down 14.2%
Total debt of $12.2 billion at March 31, 2026, versus $6.3 billion at December 31, 2025
Nexstar Media Inc., a wholly owned subsidiary of Nexstar Media Group, completed a private offering of $1.725 billion in 7.250% Senior Notes due April 15, 2034. The proceeds will fund the redemption of its 5.625% Senior Notes due 2027 and pay related fees and expenses. The filing describes new debt obligations and covenants but does not report earnings or guidance changes.
Principal amount: $1.725 billion of 7.250% Senior Notes due April 15, 2034, issued April 2, 2026
Proceeds to redeem the Issuer's 5.625% Senior Notes due 2027 and pay fees and expenses
Interest paid semiannually on April 15 and October 15, starting October 15, 2026
Notes are senior unsecured, guaranteed by Nexstar Media Group, Inc. and Mission Broadcasting, Inc.; indenture limits debt, dividends and asset sales
Nexstar Media Inc., a wholly owned subsidiary of Nexstar Media Group, issued $3,390 million of 6.500% Senior Secured Notes due 2033 on March 25, 2026, in a private offering. Proceeds, with cash on hand, were used to repay bridge borrowings and other debt tied to the TEGNA acquisition, which closed on March 19, 2026, and to fund a tender for TEGNA's 5.00% notes due 2029. The filing shows the company's debt being replaced with longer-dated secured obligations, and it adds a new $1,750 million term loan that refinanced a $2,750 million loan.
$3,390 million of 6.500% Senior Secured Notes due September 15, 2033, issued March 25, 2026
Proceeds used to repay about $1.2 billion of Bridge Facility borrowings, redeem TEGNA's 4.625% 2028 notes, and fund about $1,000 million for a tender for TEGNA's 5.00% 2029 notes
New $1,750 million Incremental Term Loan B at SOFR plus 2.75% replaced the $2,750 million Existing Incremental Term Loan B Facility
Bridge Credit Agreement terminated on March 25, 2026
On March 19, 2026, Nexstar completed its acquisition of TEGNA under the August 18, 2025 merger agreement, after FCC and DOJ approval. To fund part of the cash consideration, NMI took on new debt, including a bridge facility of up to $2,390 million and term loans totaling $2,900 million, and the company agreed to FCC commitments that include divesting six television stations within two years.
TEGNA shareholders receive $22.00 per share in cash, under the merger agreement signed August 18, 2025
NMI established a bridge facility of up to $2,390 million, maturing on the first anniversary of the closing date
Term loans of $150 million (Term A) and $2,750 million (Term B) were drawn, with $200 million of bridge borrowings also used for cash consideration, TEGNA debt repayment and transaction expenses
FCC commitments include divesting six television stations within two years, subject to a waiver condition
Nexstar reported fourth-quarter 2025 net revenue of $1.29 billion, down 13.4% from a year earlier, mainly due to lower political advertising. The company posted a net loss of $170 million, compared with net income of $229 million a year earlier, after a $381 million impairment of its TV Food Network stake. It also issued 2026 standalone Adjusted EBITDA guidance of $1.95 billion to $2.05 billion.
Fourth-quarter advertising revenue was $549 million, down 27.6%; political advertising fell $233 million to $21 million.
Fourth-quarter Adjusted EBITDA was $433 million, down 31.1%, with margin of 33.6% versus 42.2%.
Full-year 2025 net revenue was $4.95 billion, down 8.5%, and net income was $83 million versus $683 million.
The proposed $6.2 billion TEGNA acquisition is anticipated to close by the second half of 2026, subject to regulatory approvals.
Nexstar reported third quarter 2025 net revenue of $1.20 billion, down 12.3% year over year, with net income of $65 million, down 63.9%. The company also said it entered into a definitive agreement to acquire TEGNA Inc. for $6.2 billion, expected to close by the second half of 2026 subject to regulatory approvals. Headline results declined sharply, mainly on lower political advertising, while the pending deal adds significant execution and financing risk for shareholders.
Q3 net revenue $1.20 billion, down $168 million (12.3%); advertising revenue down 23.5% to $476 million, mainly on lower political advertising
Q3 net income $65 million, down 63.9% from $180 million; Adjusted EBITDA $358 million, down 29.8%
Q3 diluted EPS $2.14 versus $5.27 a year earlier, according to the statement of operations
TEGNA acquisition at $6.2 billion is subject to regulatory approvals and anticipated to close by the second half of 2026
Nexstar's board extended the employment agreement of Chairman and CEO Perry A. Sook, with the new term running April 1, 2026 through March 31, 2029. The filing sets his base salary at $3 million and his target bonus at 200% of salary, and it sets severance and equity vesting terms that shareholders should weigh, since the company's press release ties the extension to the proposed TEGNA acquisition.
Term runs April 1, 2026 through March 31, 2029, with automatic one-year renewals afterward
Base salary of $3 million, target annual bonus of 200% of base salary, and reimbursement of up to $500,000 for personal aircraft use
Qualifying termination pays 200% of base salary plus 200% of target bonus plus $31,000; equity awards fully vest
Press release, dated October 30, 2025, cites the proposed TEGNA acquisition as the context for the extension
On August 18, 2025, Nexstar and TEGNA signed a merger agreement under which TEGNA stockholders would receive $22.00 per share in cash, a transaction the companies value at $6.2 billion including TEGNA's net debt and estimated fees. Completion requires TEGNA stockholder approval and regulatory approvals, including from the FCC, and is expected by the second half of 2026. For Nexstar shareholders, the deal would raise leverage: Nexstar expects its net leverage ratio to be about 4x at closing, compared with 3.19x as of June 30, 2025, with de-leveraging to current levels planned for 2028.
Cash consideration of $22.00 per TEGNA share, a 31% premium to TEGNA's 30-day average stock price ending August 8, 2025
Termination fees: TEGNA would pay Nexstar $120 million in certain cases; Nexstar would pay TEGNA $125 million if required regulatory clearances are not obtained before the Outside Date of August 18, 2026
Nexstar expects annual net synergies of approximately $300 million and net leverage of about 4x at closing versus 3.19x at June 30, 2025
Committed debt financing from BofA Securities, J.P. Morgan and Goldman Sachs; closing expected by the second half of 2026
Nexstar Media Group reported second-quarter 2025 results for the period ended June 30, 2025, with net revenue of $1.23 billion, down 3.2% from a year earlier, mainly due to lower political advertising. Net income fell 14.2% to $91 million and Adjusted EBITDA fell 6.0% to $389 million, while net cash from operating activities rose 40.3% to $247 million. Shareholders see lower revenue and profit, partly offset by higher operating cash flow and $106 million returned to shareholders in the quarter.
Net revenue was $1.23 billion, down $40 million or 3.2%; advertising revenue fell 9.0% to $475 million, with political advertising down $36 million.
Net income was $91 million, down 14.2%; Adjusted EBITDA was $389 million, down 6.0%, with margin at 31.7% versus 32.6%.
Net cash provided by operating activities rose 40.3% to $247 million; Adjusted Free Cash Flow was $101 million, up 31.2%.
In the quarter the company repaid $101 million of debt, paid $56 million in dividends and repurchased $50 million of stock; total debt was $6.4 billion as of June 30, 2025.
Nexstar Media Group's subsidiaries Nexstar Media Inc. and Mission Broadcasting completed refinancings of their revolving credit facilities and term loans on June 27, 2025. The new facilities include a $1,905 million Term Loan A, a $1,300 million Term Loan B, a $750 million Nexstar revolver and a $75 million Mission revolver, and were used with cash on hand to repay prior debt. The company says the deal extends maturities and reduces interest rate margins, which lowers borrowing costs for shareholders.
New Nexstar revolver and Term Loan A mature in 2030; Term Loan B matures in 2032
Revolvers and Term Loan A priced at SOFR plus 1.50%, a 10 basis point reduction; Term Loan B at SOFR plus 2.50%, an 11 basis point reduction for 1-month SOFR
Refinanced prior debt included a $2,091 million Term Loan A due 2027 and a $1,358 million Term Loan B due 2026
Nexstar borrowed $144 million under the new revolver and Mission borrowed $62 million at closing
Nexstar Media Group reported first quarter 2025 net revenue of $1.23 billion, down 3.9% from a year earlier, mainly due to lower political advertising. Net income fell 41.9% to $97 million, and diluted earnings per share were $3.37 versus $5.16 a year earlier. The company also raised its quarterly dividend 10% to $1.86 per share and returned $132 million to shareholders in the quarter.
Net revenue was $1.23 billion, down $50 million or 3.9%; advertising revenue fell 10.2% to $460 million while distribution revenue rose 0.1% to a record $762 million for a first quarter.
Net income was $97 million versus $167 million a year earlier; Adjusted EBITDA was $381 million, down 15.7%, with margin at 30.9% versus 35.2%.
Net cash provided by operating activities rose 22.1% to $337 million, while Adjusted Free Cash Flow fell 10.5% to $348 million.
The quarterly dividend was raised 10% to $1.86 per share, the twelfth consecutive annual increase; the company repurchased 441,164 shares for $75 million in the quarter.
Nexstar Media Group disclosed that director Dennis FitzSimons notified the company and its Board on March 21, 2025, that he will not stand for re-election. He will serve the rest of his term and resign from the Board and its Audit Committee at the 2025 annual stockholder meeting. The filing states his decision is not tied to any disagreement with Nexstar on operations, policies or practices.
Notice given to Nexstar and its Board on March 21, 2025
FitzSimons will resign from the Board and Audit Committee at the 2025 annual meeting of stockholders
Filing states no disagreement with Nexstar, management or the Board on operations, policies or practices
Nexstar Media Group reported record fourth-quarter 2024 net revenue of $1.49 billion, up 14.1%, driven mainly by election-year political advertising, and net income of $229 million compared with $100 million a year earlier. The company also issued 2025 Adjusted EBITDA guidance of $1.5 billion to $1.595 billion. The filing does not compare this guidance with prior expectations.
Q4 net revenue of $1.49 billion, up 14.1%; advertising revenue of $758 million, up 29.6%, including $254 million of political advertising
Q4 net income of $229 million versus $100 million; Adjusted EBITDA of $628 million, up 39.9%
2025 Adjusted EBITDA guidance range of $1.5 billion to $1.595 billion
Returned $820 million to shareholders and repaid $327 million of debt in 2024
Nexstar Media Group reported third-quarter 2024 net revenue of $1.37 billion, up 20.7% from a year earlier, driven by distribution and advertising growth. Net income rose to $180 million from $8 million, and Adjusted EBITDA reached $510 million. Revenue and profit both improved, and the company returned $233 million to shareholders in the quarter.
Net revenue of $1,366 million, up 20.7% from $1,132 million in the third quarter of 2023
Net income of $180 million versus $8 million a year earlier; diluted earnings per share of $5.27 versus $0.70
Adjusted EBITDA of $510 million, up 82.8%, with political advertising revenue of $154 million in the quarter
Returned $233 million to shareholders in the quarter, reducing shares outstanding by 3.1%
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