Every material Form 8-K Nexstar Media filed with the SEC in 2025, 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 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
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Nexstar Media filing is on SEC EDGAR ↗. 8-K briefs of other companies →