AI brief of an SEC Form 8-K · Nexstar Media (NXST)

Nexstar agrees to acquire TEGNA for $22.00 per share in cash, a $6.2 billion deal

Mixed Impact 5 of 5 m&a Written later

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.

Key points

  • 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

The filing

CompanyNexstar Media (NXST)
Form8-K, current report
Filed with the SECAug 19, 2025, 7:06 AM ET
Accession number0001193125-25-183034

Items reported: 1.01 Material Definitive Agreement7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI (Anthropic Claude, claude-haiku-5-5) on Nov 8, 2026, 12:59 AM ET, from the text of the filing and its press-release exhibits only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on August 19, 2025.

Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.