NXST — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-08

• Net revenue increased 13.1% to $1.4 billion during the three months ended March 31, 2026, compared to the same period in 2025.

• Completed the previously announced merger with TEGNA on March 19, 2026, primarily funded by debt issuance. Refer to Notes 3 and 7 to our Condensed Consolidated Financial Statements for additional information.

• Returned approximately $56 million of capital to shareholders through dividends.

• As of March 31, 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 a…

• As of March 31, 2026, we also own an 80.8% 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; mult…

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• On August 18, 2025, we entered into the Merger Agreement to acquire the outstanding equity of TEGNA, subject to TEGNA’s stockholder approval, certain regulatory approvals and other customary conditions. TEGNA owns and operates 64 television stations and two radio stations in 51 designated market are…

• $5.8 billion (comprising the Merger Consideration and the refinancing of certain existing TEGNA debt), financing fees and transaction costs and expenses. On August 18, 2025, we entered into a debt commitment letter, which was subsequently amended and restated on September 11, 2025, pursuant to which…

• Entered into a definitive agreement to acquire TEGNA Inc. for $6.2 billion in a transaction expected to be accretive to Nexstar’s standalone Adjusted Free Cash Flow. The transaction is subject to regulatory approvals and is anticipated to close by the second half of 2026.

• Net revenue decreased 12.3% to $1.2 billion and 6.6% to $3.7 billion during the three and nine months ended September 30, 2025, respectively, compared to the same period in 2024 primarily due to lower political advertising.

• Declared and paid dividends of $56 million during the three months ended September 30, 2025 and returned capital to stockholders through repurchases of common stock and dividends of $294 million during the nine months ended September 30, 2025.

Text added vs the prior filing · source: 10-Q · 2026-05-08

• 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 DIREC…

• 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…

• 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 advers…

• 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 st…

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• The proposed Merger with TEGNA is subject to conditions, some or all of which may not be satisfied, on a timely basis or at all.

• The completion of the Merger is subject to the satisfaction (or waiver by all parties, to the extent permissible) of a number of conditions as specified in the Merger Agreement. These closing conditions include, among other things, (i) the approval of the Merger Agreement by the holders of at least …

• The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the completion of the Merger will be satisfied or waived or that the Merger will be co…

• Delays in the completion of the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Merger is successfully completed within its

• expected timeframe and, among other things, result in additional transaction costs, loss of revenue, additional expense or other negative effects associated with delay and uncertainty about completion of the Merger. If we or TEGNA are required to divest assets or businesses as a condition to the Mer…