NEXSTAR MEDIA GROUP, INC.

Nexstar Media Group, Inc. is a leading diversified media company that produces and distributes local and national news, sports and entertainment content across television and digital platforms, including more than 317,000 hours of programming produced annually by its business units. The company owns America's largest local television broadcasting group comprised of top network affiliates, with over 200 owned or partner stations in 116 U.S. markets in 40 states and the District of Columbia reaching over 225 million people. Nexstar's national television properties include an 80.8% interest in The CW Network, LLC, the fifth major broadcast network in the U.S., NewsNation, a national news network, two multicast networks, Antenna TV and REWIND TV, and a 31.3% ownership stake in Television Food Network, G.P. The Company's portfolio of digital assets, including its local TV station apps and websites, The Hill and NewsNationNow.com, is collectively a Top 10 U.S. digital news and information property, attracting over 90 million monthly unique users on average during 2025 according to Comscore.

The company's competitive strengths include its focus on broadcast television, with stations that are affiliates of CBS, FOX, NBC and ABC, as well as The CW and MyNetworkTV, and it is the first, second or third largest affiliate group for each broadcast network. Nexstar is the largest local television broadcasting company in the United States, generating $4.9 billion of revenue for the year ended December 31, 2025, and its and its partners' over 200 broadcast stations in 116 local markets reach approximately 70% of U.S. television households. The company employs approximately 6,000 journalists and 1,600 salespeople, produces over 317,000 hours of programming, and has relationships with over 50,000 advertisers. Nexstar's primary competitors include other broadcast television stations, cable and satellite television programming, direct-to-consumer streaming services, and other advertising media such as streaming video services, online media, vMVPDs, MVPDs, radio stations, newspapers, outdoor advertising, and direct mail.

The company generates revenue primarily from distribution and advertising. Distribution revenue consists of fees received for the retransmission of its stations' signals and for the carriage of its cable and broadcast networks by cable, satellite, and other MVPDs, vMVPDs, and direct-to-consumer OTT services. Advertising revenue is derived from the sale of local and national advertising across its stations, networks, websites, apps, and other digital platforms, including through third-party media partners, and in even-numbered years, the company also earns significant political advertising revenue. In 2025, the company generated 59% of its revenue from distribution, 40% from advertising (approximately 39% from commercial sources and 1% from political sources), and 1% from other sources.

The company's primary operating expenses include third-party programming, news production, promotion, sales, digital cost of goods sold, content creation, and other administrative and corporate costs. For the year ended December 31, 2025, the company's total net revenue was $4.9 billion, and its total operating expenses were $4.1 billion. The company's revenue streams are diversified by geography, affiliation and source, with no single customer generating more than 13% of its revenue and no single market generating more than 3% of its revenue.

Nexstar's national television properties include an 80.8% interest in The CW Network, LLC, the fifth major broadcast network in the U.S., which reaches over 128 million television households, equal to the reach of the ABC, CBS, FOX and NBC broadcast networks. NewsNation, the company's national news network, reaches approximately 58 million television households, virtually equivalent to the reach of Fox News, MSNBC and CNN. The company also holds a 31.3% ownership stake in Television Food Network, G.P., which operates Food Network and Cooking Channel, and during 2025, Nexstar received cash distributions from TV Food Network totaling $137 million. The company's digital assets include 125 websites and 229 mobile applications across its local stations, NewsNation and The Hill, as well as 110 connected television applications and three free ad-supported television channels from The CW and The Hill.

On August 18, 2025, Nexstar entered into a definitive Agreement and Plan of Merger to acquire the outstanding equity of TEGNA Inc. for a cash payment of $22 per share, with the transaction valued at an estimated $6.2 billion, which includes the estimated purchase price of $5.8 billion, financing fees and transaction costs and expenses. The Merger is anticipated to close by the second half of 2026, subject to FCC consent, receipt of other regulatory approvals, and satisfaction of other customary closing conditions. During 2025, the company returned approximately $351 million of capital to shareholders through repurchases of common stock and dividends, and completed the refinancing of its senior secured credit facilities on June 27, 2025, reducing the interest margin, increasing capacity under its revolver, and extending the maturities. The company also acquired the assets of WBNX-TV, an independent full power television station serving the Cleveland, OH market for a $22 million cash purchase price, and during 2025, the company repaid $185 million of its debt.

For the year ended December 31, 2025, the company generated total net revenue of $4.9 billion, compared to $5.4 billion in 2024, a decrease of 8.5%. Net income attributable to Nexstar Media Group, Inc. was $109 million in 2025, compared to $722 million in 2024. Net cash provided by operating activities was $891 million in 2025, compared to $1.25 billion in 2024. The company's total outstanding debt as of December 31, 2025 was $6.3 billion, net of unamortized financing costs, discounts and premium, which represented 75.4% of the company's combined capitalization.

The company's growth strategy includes leveraging its scale as the largest local television broadcaster with significant and scaled national media properties, continuing to grow distribution and advertising revenues, improving and expanding national broadcast and cable networks, developing new revenue streams, and acquiring and investing in new and complementary businesses. The company anticipates that the conversion of its stations reaching 50% of U.S. television households to the new ATSC 3.0 standard will enable it to develop a new business and generate additional revenue in the future. The proposed Merger with TEGNA is expected to increase operational and geographic diversity and scale, with the combined company upon closing having 265 full-power television stations in 44 states and the District of Columbia and 132 of the country's 210 television DMAs, covering 80% of U.S. television households.

The company's growth strategy for The CW has been to cost-efficiently improve and diversify the programming to better align with broadcast audiences, and since the acquisition in September 2022, the company has increased the hours of programming provided by the network by almost 60%, introduced sports and sports-related programming, and increased the percentage of total programming hours offered by the network in 2025 related to sports and sports-related programming to over 40% from 0% at acquisition, all while reducing programming costs by more than 50% and improving operating cash flows of the network. The company believes there is significant growth potential for NewsNation as news networks are among the most watched and most profitable cable networks, and in 2024, NewsNation successfully expanded to 24 hours of news programming seven days a week.

During the fourth quarter of 2024, the company implemented a strategic, operational restructuring which enabled it to reduce overall operating expenses before one-time and transaction-related expenses, from 2024 to 2025, by reducing middle management in its ad sales division, streamlining work processes at its local markets to improve productivity, and improving integration of The CW and The Hill into the broader organization, among other initiatives. The company emphasizes strict controls on operating and programming costs in order to increase net income, Adjusted EBITDA and Adjusted Free Cash Flow.

As of December 31, 2025, the company had a total of 12,832 employees, comprised of 11,693 full-time and 1,139 part-time employees, and as of December 31, 2025, 1,869 of its employees were covered by collective bargaining agreements. The company's voluntary retention rate for employees was approximately 83% as of December 31, 2025.

In 2025 and 2024, the company returned a significant percentage of cash flow to shareholders in the form of share repurchases and dividends, with $351 million in 2025 and $820 million in 2024. As of December 31, 2025, the remaining available amount under the share repurchase authorization was $1.4 billion. The company's board of directors declared in 2025 total cash dividends of $7.44 per share to the outstanding shares of its common stock, and on January 30, 2026, the board of directors declared a quarterly cash dividend of $1.86 per share on its outstanding common stock payable on February 27, 2026 to stockholders of record on February 13, 2026.

The company's distribution revenues and operating results may be adversely affected by declining MVPD subscribers, its inability to renew expiring distribution agreements on favorable terms, or at all, and its network partners' inability to renew expiring distribution agreements on favorable terms with vMVPDs, or at all. The company's advertising revenue and operating results may be affected by big tech and other media and technology competitors, economic downturns, geopolitical events and other factors outside of its control, and because a significant percentage of its operating expenses are fixed, a relatively small decrease in revenue could have a significant negative impact on its operating results.

The company's substantial debt and related interest expense could limit its ability to reinvest in the business, make acquisitions and/or return capital to shareholders, and as of December 31, 2025, the company had $6.3 billion of debt, which represented 75.4% of total capitalization, of which $3.6 billion is floating rate debt for which the company pays interest based on a spread to current SOFR. The company may not be able to generate sufficient cash flow to meet its debt service requirements, and the terms of its debt instruments contain various maintenance or other restrictive covenants, including a maximum consolidated first lien net leverage ratio of 4.25 to 1.00 under its senior secured credit facility.

The proposed Merger with TEGNA is subject to conditions, including regulatory approvals, and if not completed, Nexstar may be required to pay a termination fee of $125 million ¹ under certain circumstances. The company's distribution revenues and operating results may be adversely affected by declining MVPD subscribers, and as of December 31, 2025, the company had $6.3 billion ² of debt, of which $3.6 billion ³ is floating rate debt, and an increase in SOFR by 100 basis points would increase annual interest expense by $36 million ⁴. The company recognized a non-cash impairment charge of $381 million ⁵ on its 31.3% equity investment in TV Food Network during 2025, and as of December 31, 2025, the book value of that investment was $372 million ⁶. The company may be required to cease certain station operations if the FCC denies renewal of any of its station licenses, and the company's pension benefit obligations for qualified retirement plans were $1.5 billion ⁷ as of December 31, 2025, with net assets of $1.4 billion ⁸, resulting in an underfunded status of approximately $117 million ⁹.

Management's message emphasizes the company's position as a leading diversified media company with America's largest local television broadcasting group, and highlights the proposed Merger with TEGNA as a key strategic priority expected to increase operational and geographic diversity and scale, enhance presence in local DMAs, and drive increased profitability through identified synergies. Management states that the Merger is anticipated to close by the second half of 2026 and that the company has identified contractual revenue, station-level, and corporate overhead cost savings that can be achieved through the combination. The strategic priorities emphasized for the period ahead include leveraging the company's scale, continuing to grow distribution and advertising revenues, improving and expanding national broadcast and cable networks, developing new revenue streams, and acquiring and investing in new and complementary businesses, while maintaining a focus on strict controls on operating and programming costs and returning capital to shareholders.