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NEXSTAR MEDIA GROUP, INC.

NEXSTAR MEDIA GROUP, INC.NXSTEarnings & Financial Report

Nasdaq · media industry

Nexstar Media Group, Inc. is an American publicly traded media company with headquarters in Irving, Texas; Midtown Manhattan; and Chicago. Founded on June 17, 1996, the company is the largest television station owner in the United States, owning 197 television stations across the United States, most of which are affiliated with the four major American television networks and MyNetworkTV in markets as large as New York City and as small as San Angelo, Texas. It also operates all of the station...

What changed in NEXSTAR MEDIA GROUP, INC.'s 10-K — 2024 vs 2025

Top changes in NEXSTAR MEDIA GROUP, INC.'s 2025 10-K

350 paragraphs added · 311 removed · 238 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

154 edited+71 added−17 removed114 unchanged
NewsNation was launched in 2020, when we initiated the conversion of WGN America to NewsNation, leveraging our core competency in news and profitable foundation to build a network focused on providing unbiased, fact-based news. We believe there is significant growth potential for NewsNation as news networks are among the most watched and profitable cable networks. Develop New Revenue Streams.
NewsNation was launched in 2020, when we initiated the conversion of WGN America to NewsNation, leveraging our core competency in news and profitable foundation to build a network focused on providing unbiased, fact-based news. We believe there is significant growth potential for NewsNation as news networks are among the most watched and most profitable cable networks. Develop New Revenue Streams.
The Hill is the nation’s leading digital-first political news brand and the definitive source for non-partisan political news and information. Inside the Beltway is known as an essential, agenda-setting read for lawmakers and influencers. Beyond the Capitol, millions of Americans turn to The Hill to decode how events in Washington will impact their communities and lives. BestReviews.
The Hill is the nation’s leading digital-first political news brand and the definitive source for non-partisan political news and information. Inside the Beltway, The Hill is known as an essential, agenda-setting read for lawmakers and influencers. Beyond the Capitol, millions of Americans turn to The Hill to decode how events in Washington will impact their communities and lives. BestReviews.
Our high level of debt could have other important consequences for its business, including: limiting our ability to borrow additional funds or obtain additional financing in the future; using cash from operations to reduce indebtedness instead of reinvesting in the business, making acquisitions or returning capital to shareholders; limiting our flexibility to plan for and react to changes in its business and its industry; and impairing our ability to withstand a general downturn in our business and placing us at a disadvantage compared to our competitors that are less leveraged.
Our high level of debt could have other important consequences for our business, including: limiting our ability to borrow additional funds or obtain additional financing in the future; using cash from operations to reduce indebtedness instead of reinvesting in the business, making acquisitions or returning capital to shareholders; limiting our flexibility to plan for and react to changes in its business and our industry; and impairing our ability to withstand a general downturn in our business and placing us at a disadvantage compared to our competitors that are less leveraged.
For example, with any past or future acquisition, there is the possibility that: we may not be able to manage the increased reporting and administrative demands; we may not be able to successfully reduce costs, increase revenue or audience or realize anticipated synergies and economies of scale with respect to any acquired business; we may not be able to generate adequate returns on our acquisitions or investments; we may encounter and fail to address risks or other problems associated with or arising from our reliance on the representations and warranties and related indemnities, if any, provided to us by the sellers of acquired companies; an acquisition may increase our leverage and debt service requirements or may result in our assuming unexpected liabilities; our management may be reassigned from overseeing existing operations by the need to integrate the acquired business; we may experience difficulties integrating operations and systems, as well as company policies and cultures; we may be unable to retain and grow relationships with the acquired company’s key customers; we may fail to retain and assimilate employees of the acquired business; and problems may arise in entering new markets in which we have little or no experience.
For example, with any past or future acquisition, there is the possibility that: we may not be able to manage the increased reporting and administrative demands; we may not be able to successfully reduce costs, increase revenue or audience or realize anticipated synergies and economies of scale with respect to any acquired business; we may not be able to generate adequate returns on our acquisitions or investments; we may encounter and fail to address risks or other problems associated with or arising from our reliance on the representations and 22 warranties and related indemnities, if any, provided to us by the sellers of acquired companies; an acquisition may increase our leverage and debt service requirements or may result in our assuming unexpected liabilities; our management may be reassigned from overseeing existing operations by the need to integrate the acquired business; we may experience difficulties integrating operations and systems, as well as company policies and cultures; we may be unable to retain and grow relationships with the acquired company’s key customers; we may fail to retain and assimilate employees of the acquired business; and problems may arise in entering new markets in which we have little or no experience.
In addition, Nexstar (excluding The CW) guarantees the full payment of all of the obligations incurred under one of our VIEs’ (Mission) senior secured credit facility in the event of default. See Item 1, “Business—Stations.” In compliance with FCC regulations, the VIEs maintain complete responsibility for and control over programming, finances and personnel for their respective stations.
In addition, Nexstar (excluding The CW) guarantees the full payment of all of the obligations incurred under one of our VIEs’ (Mission) senior secured credit facility in the event of default. See Item 1, “Business—Stations.” In compliance with FCC regulations, the VIEs maintain responsibility for and control over programming, finances and personnel for their respective stations.
Other FCC Broadcast Regulations and Enforcement The FCC continues to enforce its regulations concerning indecency, sponsorship identification, political advertising, good faith retransmission consent negotiation, unauthorized assignments and transfers of control, multiple ownership, children’s television, environmental concerns, emergency alerting and information, equal employment opportunity, technical operating matters, antenna tower maintenance, and other matters.
Other FCC Broadcast Regulations and Enforcement The FCC continues to enforce its regulations concerning indecency, sponsorship identification, political advertising, good faith retransmission consent negotiation, unauthorized assignments and transfers of control, multiple ownership, children’s television, environmental concerns, emergency alerting and information, equal employment opportunity, technical operating matters, antenna 16 tower maintenance, and other matters.
For more information regarding these network affiliation agreements, see Item 1, “Business—Network Affiliations.” Our revenue and operating results may be adversely affected if we are unable to retain our largest customers, which account for a significant percentage of our total revenue, on favorable terms, or at all.
For more information regarding these network affiliation agreements, see Item 1, “Business—Stations—Network Affiliations.” Our revenue and operating results may be adversely affected if we are unable to retain our largest customers, which account for a significant percentage of our total revenue, on favorable terms, or at all.
Annual wage increases and incentive payments are based on merit and are communicated to employees as a part of the annual review process. Equal Employment Opportunity . We believe in equal employment opportunities for all. As such, we are committed to complying with state and federal anti-discrimination laws. We encourage a culture of respect, equal opportunity and non-discrimination.
Annual wage increases and incentive payments are based on merit and are communicated to employees as a part of the annual review process. Equal Employment Opportunity . We believe in equal employment opportunities for all. As such, we are committed to complying with local state and federal anti-discrimination laws. We encourage a culture of respect, equal opportunity and non-discrimination.
We cannot assure you that its business will generate cash flow from operations, that future borrowings will be available to us under our current or any replacement credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund our liquidity needs.
We cannot assure you that our business will generate cash flow from operations, that future borrowings will be available to us under our current or any replacement credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund our liquidity needs.
The FCC generally grants an application for license renewal if, during the preceding term, the station served the public interest, the licensee did not commit any serious violations of the Communications Act or the FCC’s rules, and the licensee committed no other violations of the Communications Act or the FCC’s rules which, taken together, would constitute a pattern of abuse.
The FCC generally grants an application for license renewal if, during the preceding term, the station served the public interest, the licensee did not commit any serious violations of the Communications Act or the FCC’s rules, and the licensee 23 committed no other violations of the Communications Act or the FCC’s rules which, taken together, would constitute a pattern of abuse.
As part of this strategy, in 2023, we centralized our national advertising sales in house in order to drive advertising sales across our diversified media portfolio by further emphasizing our client-first approach, combined with a new data-driven, multi-platform focus. Continue to Grow Distribution and Advertising Revenues.
As part of this strategy, in 2023, we centralized our national 5 advertising sales in house in order to drive advertising sales across our diversified media portfolio by further emphasizing our client-first approach, combined with a new data-driven, multi-platform focus. Continue to Grow Distribution and Advertising Revenues.
Together, Nexstar can provide both national reach and activation of local audiences at scale, representing a differentiated and attractive value proposition for advertisers and brands in an increasingly fragmented marketplace. 4 Leading Local Franchises. We are focused on building and maintaining leading local franchises in the 116 local markets we serve.
Together, Nexstar can provide both national reach and activation of local audiences at scale, representing a differentiated and attractive value proposition for advertisers and brands in an increasingly fragmented marketplace. Leading Local Franchises. We are focused on building and maintaining leading local franchises in the 116 local markets we serve.
The occurrence of any of these events could have a material adverse effect on our operating results, particularly during the period immediately following any acquisition. 22 Our substantial debt and related interest expense could limit our ability to reinvest in the business, make acquisitions and/or return capital to shareholders.
The occurrence of any of these events could have a material adverse effect on our operating results, particularly during the period immediately following any acquisition. Our substantial debt and related interest expense could limit our ability to reinvest in the business, make acquisitions and/or return capital to shareholders.
Further, our share repurchases could affect our share trading prices or increase their volatility and may be suspended or terminated at any time, which may result in a decrease in the trading prices of our common stock. 26 We may face challenges in protecting our intellectual property (IP) and defending against infringement claims.
Further, our share repurchases could affect our share trading prices or increase their volatility and may be suspended or terminated at any time, which may result in a decrease in the trading prices of our common stock. We may face challenges in protecting our intellectual property (IP) and defending against infringement claims.
A significant portion of our revenue comes from its retransmission consent and carriage agreements with MVPDs (mainly cable and satellite television providers) and vMVPDs. These agreements permit the distributors to retransmit our stations’ and our cable and broadcast networks’ signals to their subscribers in exchange for the payment of compensation to us.
A significant portion of our revenue comes from our retransmission consent and carriage agreements with MVPDs (mainly cable and satellite television providers) and vMVPDs. These agreements permit the distributors to retransmit our stations’ and our cable and broadcast networks’ signals to their subscribers in exchange for the payment of compensation to us.
Pursuant to the FCC rules and federal statutory law all broadcasters and MVPDs must conduct retransmission consent negotiations in “good faith,” and a broadcaster may not undertake such negotiations for third parties including VIEs in markets where that broadcaster also owns a television station.
Pursuant to FCC rules and federal statutory law, all broadcasters and MVPDs must conduct retransmission consent negotiations in “good faith,” and a broadcaster may not undertake such negotiations for third parties including VIEs in markets where that broadcaster also owns a television station.
Although management believes its estimates and judgments are reasonable, the timing and ultimate resolution are unpredictable and could materially change. 25 Prior to Nexstar’s merger with Tribune in September 2019, Tribune was undergoing a federal income tax audit for taxable years 2014 and 2015.
Although management believes its estimates and judgments are reasonable, the timing and ultimate resolution are unpredictable and could materially change. Prior to Nexstar’s merger with Tribune in September 2019, Tribune was undergoing a federal income tax audit for taxable years 2014 and 2015.
We anticipate that this conversion will enable us to develop a new business and generate additional revenue in the future. 6 Acquire and Invest in New and Complementary Businesses. We selectively pursue acquisitions where we believe we can improve revenue, net income, Adjusted EBITDA and cash flow.
We anticipate that this conversion will enable us to develop a new business and generate additional revenue in the future. Acquire and Invest in New and Complementary Businesses. We selectively pursue acquisitions where we believe we can improve revenue, net income, Adjusted EBITDA and cash flow.
With markets ranging from small to large to national, we offer a broad range of opportunities for every experience level, including for those who are just starting their broadcasting career or are ready to move to a larger market or onto the national stage.
With markets ranging from small to large to national, we offer a broad range of employment opportunities for every experience level, including for those who are just starting their broadcasting career or those who are ready to move to a larger market or onto the national stage.
As our retransmission consent agreements include payment terms by subscriber numbers, if the rate of reductions in the number of MVPD subscribers increases, this could also have an adverse effect on our business revenues, financial condition and results of operations.
As our retransmission consent agreements include payment terms by subscriber numbers, if the rate of reductions in the number of MVPD subscribers increases, this could have an adverse effect on our business revenues, financial condition and results of operations.
If any of our stations cease to maintain affiliation agreements with their networks for any reason, we would need to find alternative sources of programming, which may be less attractive to our audiences and more expensive to obtain.
If any of our stations cease to maintain affiliation agreements with their networks for any reason, we would need to find alternative 21 sources of programming, which may be less attractive to our audiences and more expensive to obtain.
The terms the networks negotiate may be unfavorable or unacceptable to us, as a result of which we may receive reduced revenue from our stations’ carriage on vMVPDs or may choose not to permit a vMVPD’s carriage of our stations at all, which could materially reduce this revenue source to the Company if we cannot reduce network affiliation fees or generate additional revenue streams from other relationships we have with the Big 4 networks and vMVPDs, and could have an adverse effect on our business, financial condition and results of operations.
In addition, the terms the networks negotiate may be unfavorable or unacceptable to us, as a result of which we may receive reduced revenue from our stations’ carriage on vMVPDs or may choose not to permit a vMVPD’s carriage of our stations at all, which could materially reduce this revenue source to the Company if we cannot reduce network affiliation fees or generate additional revenue streams from other relationships we have with the Big 4 networks and vMVPDs, and could have an adverse effect on our business, financial condition and results of operations.
The following are considered “attributable interests”: (i) for corporations, officer-ship, directorship and voting stock interests of 5% or more (20% or more in the case of certain passive investors), (ii) for partnerships and limited liability companies, any general partnership interest, and any limited partnership interest or limited liability company interest that is not properly “insulated” from involvement in the partnership’s media activities and (iii) more than 33% of a licensee’s total assets (defined as total debt plus total equity), if the holder of such interest also provides over 15% of the station’s total weekly broadcast programming or has an attributable interest in another media entity in the same market which is subject to the FCC’s ownership rules.
The following are considered “attributable interests”: (i) for corporations, officership, directorship and voting stock interests of 5% or more (20% or more in the case of certain passive investors), (ii) for partnerships and limited liability companies, any general partnership interest, and any limited partnership interest or limited liability company interest that is not properly “insulated” from involvement in the partnership’s media activities and (iii) more than 33% of a licensee’s total assets (defined as total debt plus total equity), if the holder of such interest also provides over 15% of the station’s total weekly broadcast programming or has an attributable interest in another media entity in the same market which is subject to the FCC’s ownership rules.
Training and Mentorship . We are committed to developing the talents of our employees and provide our employees workplace training. Our catalog of courses includes harassment prevention, ethics, supervisor/manager skills, and health-related safety.
Training . We are committed to developing the talents of our employees and provide our employees workplace training. Our catalog of courses includes harassment prevention, ethics, supervisor/manager skills, and health-related safety.
An increase in SOFR will increase our interest expense, reducing the amount of cash flow from operations we have available to reinvest in its operations, make acquisitions or return to shareholders.
An increase in SOFR will increase our interest expense, reducing the amount of cash flow from operations we have available to reinvest in our operations, make acquisitions or return to shareholders.
Source: 2024-2025 Nielsen Local Television Market Universe Estimates , as published by The Nielsen Company (2) O&O refers to stations that we own and operate. LSA, or local service agreement, is the general term we use to refer to a contract under which we provide services utilizing our employees to a station owned and operated by an independent third-party.
Source: 2025-2026 Nielsen Local Television Market Universe Estimates , as published by The Nielsen Company. (2) O&O refers to stations that we own and operate. LSA, or local service agreement, is the general term we use to refer to a contract under which we provide services utilizing our employees to a station owned and operated by an independent third-party.
In accordance with Accounting Standards Codification (“ASC”) Topic 740, the Company has reflected $11 million for certain contested issues in its liability for uncertain tax positions at December 31, 2024 and December 31, 2023. Our pension and postretirement benefit plan obligations may be increased by a declining stock market and lower interest rates.
In accordance with Accounting Standards Codification (“ASC”) Topic 740, the Company has reflected $11 million for certain contested issues in its liability for uncertain tax positions at December 31, 2025 and December 31, 2024. Our pension and postretirement benefit plan obligations may be increased by a declining stock market and lower interest rates.
We compete against other broadcast television programming, cable and satellite television programming as well as the direct-to-consumer programming provided via a variety of streaming services, including some of the broadcast television networks with which our stations are affiliated. Other sources of competition for audience include the internet, gaming devices, home entertainment systems and video-on-demand.
We compete against other broadcast television programming, cable and satellite television programming and direct-to-consumer programming provided via a variety of streaming services, including some of the broadcast television networks with which our stations are affiliated. Other sources of competition for audience include the internet, gaming devices, home entertainment systems and video-on-demand.
As the largest local television broadcaster with significant, scaled national media properties, we believe we are an important partner for the major broadcast networks as we are one of the largest affiliate groups for each network, multichannel video programming distributors (“MVPDs”) and virtual multichannel video distributors (“vMVPDs”) who include our programming in their consumer offering, and advertisers.
As the largest local television broadcaster with significant and scaled national media properties, we believe we are an important partner for the major broadcast networks as we are one of the largest affiliate groups for each network, multichannel video programming distributors (“MVPDs”) and virtual multichannel video programming distributors (“vMVPDs”) who include our programming in their consumer offerings, and advertisers.
Our and our partners’ over 200 broadcast stations in 116 local markets reach approximately 70% of U.S. television households (without applying the Federal Communications Commission’s (“FCC”) ultra-high-frequency (“UHF”) discount), which local reach is augmented by the national reach we have via our broadcast network, The CW, and our national news network, NewsNation.
Our and our partners’ over 200 broadcast stations in 116 local markets reach approximately 70% of U.S. television households (without applying the Federal Communications Commission’s (“FCC”) ultra-high-frequency (“UHF”) discount). This local reach is augmented by the national reach we have via our broadcast network, The CW, and our national news network, NewsNation.
Our digital assets attract an audience that makes us a top ten digital news and information property, according to Comscore. Our scale provides us with unique operating advantages in the form of services we can provide to our advertisers, audience and employees, a platform for growth and operating expense synergies and access to capital.
Our digital assets attract an audience that makes us a top ten digital news and information property, according to Comscore. Our scale provides us with beneficial operating advantages in the form of services we can provide to our advertisers, audience and employees, a platform for growth and operating expense synergies and access to capital.
Network Affiliations All, except three, of the full power television stations that we own and operate, program or provide sales and other services to are currently affiliated with a network pursuant to an affiliation agreement. The agreements with CBS, FOX, NBC, ABC, and The CW are the most significant to our operations.
Network Affiliations All, except two, of the full power television stations that we own and operate, program or provide sales and other services to are currently affiliated with a network pursuant to an affiliation agreement. The agreements with CBS, FOX, NBC, ABC, and The CW are the most significant to our operations.
Item 1. Bu siness Company Overview We are a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across our television and digital platforms, including more than 316,000 hours of programming produced annually by our business units.
Item 1. Bu siness Company Overview We are a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across our television and digital platforms, including more than 317,000 hours of programming produced annually by our business units.
National Television Multiple Ownership Rule. The FCC’s rules limit the percentage of U.S. television households which a party may reach through its attributable interests in television stations to 39%. When calculating a party’s nationwide aggregate audience coverage, the ownership of a UHF station is counted as 50% of a market’s percentage of total national audience.
The FCC’s rules limit the percentage of U.S. television households which a party may reach through its attributable interests in television stations to 39%. When calculating a party’s nationwide aggregate audience coverage, the ownership of a UHF station is counted as 50% of a market’s percentage of total national audience.
Specifically, we may be faced with additional tax liabilities as a result of our acquisition of Tribune for the transactions contemplated by an agreement, dated August 21, 2009, between Tribune and Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), governing the contribution of certain assets and liabilities related to the business of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC, and related agreements thereto (the “Chicago Cubs Transactions”).
Specifically, we may be faced with additional tax liabilities as a result of our acquisition of Tribune for the transactions contemplated by an agreement, dated August 21, 2009, between Tribune and Chicago Entertainment Ventures, LLC (f/k/a Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), governing the contribution of certain assets and liabilities related to the business of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC, and related agreements thereto (the “Chicago Cubs Transactions”).
Selected Nexstar employees also participate in annual training to ensure understanding of antitrust laws and how they apply to Nexstar and media sales training program provided by a third-party vendor. Safety and Health . We are committed to providing a safe and healthy workplace for our employees.
Selected Nexstar employees also participate in annual training to ensure understanding of antitrust laws and how they apply to Nexstar, as well as a media sales training program provided by a third-party vendor. Safety and Health . We are committed to providing a safe and healthy workplace for our employees.
The reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy and subject to Tribune’s 2014 and 2015 federal income tax audits (described below).
The reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs LLC debt which was included in the reported tax basis previously determined upon emergence from bankruptcy and subject to Tribune’s 2014 and 2015 federal income tax audits (described below).
We also have non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage of the defined benefit retirement plans to certain employees and former employees. During 2024, Nexstar contributed $4 million to these plans. As of December 31, 2024, the total liability was $37 million.
We also have non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage of the defined benefit retirement plans to certain employees and former employees. During 2025, Nexstar contributed $4 million to these plans. As of December 31, 2025, the total liability was $37 million.
NewsNation is a national news network reaching approximately 64 million television households across the United States providing “News for All Americans.” Validated by independent watchdog groups, the network delivers engaging and unbiased news, reflecting the full range of perspectives across the country.
NewsNation is a national news network reaching approximately 58 million television households across the United States providing “News for All Americans.” Validated by independent watchdog groups, the network delivers engaging and unbiased news, reflecting the full range of perspectives across the country.
As a result, it is important for stations to maintain their network affiliations. All but three of the stations that we operate or provide services to have network affiliation agreements which have expiration/renewal dates at various times through December 2027.
As a result, it is important for stations to maintain their network affiliations. All but two of the stations that we operate or provide services to have network affiliation agreements which have expiration/renewal dates at various times through December 2027.
Nexstar 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 220 million people.
Nexstar 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.
Technological innovation and the resulting proliferation of television entertainment, such as streaming video, cable television, wireless cable, satellite-to-home distribution services, home video and entertainment systems and the internet have fractionalized television viewing audiences and have subjected television broadcast networks, cable networks and television stations to increased competition and declining viewership.
Technological innovation and the resulting proliferation of television entertainment, such as streaming video, cable television, wireless cable, satellite-to-home distribution services, home video and entertainment systems, social media, and the internet have fractionalized television viewing audiences and have subjected television broadcast networks, cable networks and television stations to increased competition and declining viewership.
We seek to grow our revenue, net income, EBITDA and cash flow by continuing to provide high quality programming that attracts and engages audiences as our reach and consumer engagement are important to our distribution partners and advertisers.
We seek to grow our revenue, net income, Adjusted EBITDA and free cash flow by continuing to provide high quality programming that attracts and engages audiences, as our reach and consumer engagement are important to our distribution partners and advertisers.
As of December 31, 2024, we believe the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent years is not material to the Company’s accounting for uncertain tax positions or to its Consolidated Financial Statements.
As of December 31, 2025, we believe the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent years is not material to the Company’s accounting for uncertain tax positions or to its Consolidated Financial Statements.
We have various funded, qualified non-contributory defined benefit retirement plans which cover certain employees and former employees. As of December 31, 2024, the pension benefit obligations for these qualified retirement plans were $1.5 billion.
We have various funded, qualified non-contributory defined benefit retirement plans which cover certain employees and former employees. As of December 31, 2025, the pension benefit obligations for these qualified retirement plans were $1.5 billion.
NewsNation is our national news network providing “News for All Americans” which has been recognized by independent watchdog groups such as Ad Fontes Media, NewsGuard and AllSides for its independent, unbiased reporting of national and local news. In 2024, NewsNation successfully expanded to 24 hours of news programming seven days a week.
NewsNation is our national news network providing “News for All Americans,” which has been recognized by independent watchdog groups such as Ad Fontes Media, NewsGuard and AllSides for its independent, unbiased reporting of national and local news. In 2024, NewsNation successfully expanded to 24 hours of news programming seven days a week.
NewsNation draws upon on the expertise of approximately 6,000 journalists from 109 newsrooms across the country and its own dedicated national staff. NewsNation is fully distributed on every pay television platform in the United States, online at www.newsnationnow.com, and on the NewsNationNow mobile app. Antenna TV and REWIND TV.
NewsNation draws upon the expertise of approximately 6,000 journalists from 109 newsrooms across the country and its own dedicated national staff. NewsNation is fully distributed on every pay television platform in the United States, online at www.newsnationnow.com, and on the NewsNationNow mobile app, available on Android and iOS. Antenna TV and REWIND TV.
The FCC may impose substantial forfeitures or, in extreme cases, revoke licenses if it determines that its rules have been violated. 16 Human Capital Management Values . Our key human capital management objectives are to attract, develop, and retain top industry talent that reflects the communities in which we operate and provide services.
The FCC may impose substantial forfeitures or, in extreme cases, revoke licenses if it determines that its rules have been violated. Human Capital Management Values . Our key human capital management objectives are to attract, develop, and retain top industry talent that reflects the communities in which we operate.
If the IRS prevails in its position and after taking into account the impact of the Tax Court opinion, Nexstar would be required to reduce its tax basis in certain assets resulting in a $17 million increase in its federal and state taxes payable and a $69 million increase in deferred income tax liability as of December 31, 2024.
If the IRS prevails in its position and after taking into account the impact of the Tax Court opinion, Nexstar would be required to reduce its tax basis in certain assets resulting in a $17 million increase in its federal and state taxes payable and a $69 million increase in deferred income tax liability as of 25 December 31, 2025.
Therefore, certain investors may be prevented from investing in us if our foreign ownership is at or near the FCC limits. 28 I tem 1B. Unresolved Staff Comments None.
Therefore, certain investors may be prevented from investing in us if our foreign ownership is at or near the FCC limits. 27 I tem 1B. Unresolved Staff Comments None.
Increased remote work and the use of third-party services to enable remote work also impacts the security of our systems, as well as our ability to protect against attacks and detect and respond to them quickly.
Increased remote work and the use of third-party services to enable remote work also impact the security of our systems, as well as our ability to protect against attacks and detect and respond to them quickly.
Our varied markets allow us to give our employees room to grow and progress in their careers. Our management team supports a culture of developing future leaders from our existing workforce, enabling us to promote from within for many leadership positions. As of December 31, 2024, our voluntary retention rate for employees was approximately 80%. Compensation and Benefits .
Our varied markets allow us to give our employees room to grow and progress in their careers. Our management team supports a culture of developing future leaders from our existing workforce, enabling us to promote from within for many leadership positions. As of December 31, 2025, our voluntary retention rate for employees was approximately 83%. Compensation and Benefits .
We pride ourselves on the opportunities we provide for our employees to give back to their communities. At the local level, our stations are actively involved in over 2,000 community outreach initiatives in 2024. Nexstar and its partner stations work with local community groups to increase awareness, raise money and otherwise assist these local groups with their missions.
We pride ourselves on the opportunities we provide for our employees to give back to their communities. At the local level, our stations were actively involved in over 2,000 community outreach initiatives in 2025. Nexstar and its partner stations work with local community groups to increase awareness, raise money and otherwise assist these local groups with their missions.
The terms of our senior secured credit facilities, as well as the indentures governing our senior unsecured notes, limit, but do not prohibit us from incurring substantial amounts of additional debt. To the extent we incur additional debt, it would become even more susceptible to the leverage-related risks described above.
We could also incur additional debt in the future. The terms of our senior secured credit facilities, as well as the indentures governing our senior unsecured notes, limit, but do not prohibit us from incurring substantial amounts of additional debt. To the extent we incur additional debt, it would become even more susceptible to the leverage-related risks described above.
We encourage every individual’s contribution and personal growth and foster work environments that provide personal pride through job satisfaction and a balanced life. We embrace the communities in which we operate and promote open communications, innovation and creativity. Engagement and Opportunities .
We encourage every individual’s contribution and personal growth and foster work environments that provide personal pride through job satisfaction. We embrace the communities in which we operate and promote open communications, innovation and creativity. Engagement and Opportunities .
Our ability to sell advertising time depends on numerous factors that may be beyond our control, including: the health of the economy; the popularity of our programming, including trust in news organizations; fluctuations in pricing for advertising; the activities of our competitors; and the amount of demand for political advertising in election years.
Our ability to sell advertising time depends on numerous factors that may be beyond our control, including: the health of the economy; the popularity of our programming, including trust in news organizations; fluctuations in pricing for advertising (including numerous large technology and media companies); the activities of our competitors; and the amount of demand for political advertising in election years.
Historically, we have been able to achieve significant improvements from acquisitions of television broadcasting assets by applying our favorable distribution contracts to newly acquired stations, reducing costs by creating duopolies or operating stations together in selected markets and executing on other overhead and cost-based synergies. We plan to continue to pursue television station acquisitions where permitted by the regulatory framework.
Historically, we have been able to achieve significant improvements from acquisitions of television broadcasting assets by applying our favorable distribution contracts to newly acquired stations, reducing costs by creating duopolies or operating stations together in selected markets and executing on other overhead and cost-based synergies. We plan to continue to pursue television station acquisitions.
By leveraging our size and corporate management expertise, we are able to achieve economies of scale by providing programming, financial, sales and marketing support to our stations, the stations we provide services to and other business units. Our operational execution expertise is the direct result of our talented management team.
In addition, we are able to achieve economies of scale by leveraging our size and corporate management expertise by providing programming, financial, sales and marketing support to our owned stations, the stations to which we provide services and to other business units. Our operational execution expertise is the direct result of our talented management team.
Stations As of February 27, 2025, we owned, operated, programmed or provided sales and other services to 201 full power television stations in 116 markets in 40 states and the District of Columbia, reaching approximately 39% of all U.S. television households reflecting our owned stations only and after applying the FCC UHF discount and approximately 70% of all U.S. television households reflecting ours and our partners’ stations and excluding the FCC UHF discount.
Stations As of February 26, 2026, we owned, operated, programmed or provided sales and other services to 201 full power television stations in 116 markets in 40 states and the District of Columbia, reaching approximately 39% of all U.S. television households reflecting our owned stations only and after applying the FCC UHF discount and approximately 70% of all U.S. television households reflecting our and our partners’ stations and excluding the FCC UHF discount.
TV Food Network operates two 24-hour television networks, Food Network and Cooking Channel, offering quality television, video, internet and mobile entertainment and information focusing on food and entertaining. During 2024, we received cash distributions from TV Food Network totaling $154 million. Our partner in TV Food Network is Warner Bros.
TV Food Network operates two 24-hour television networks, Food Network and Cooking Channel, offering quality television, video, internet and mobile entertainment and information focusing on food and entertaining. During 2025, we received cash distributions from TV Food Network totaling $137 million. Our partner in TV Food Network is Warner Bros.
During the third quarter of 2016, Tribune filed a petition in U.S. Tax Court to contest the IRS’s determination. After-tax interest on the aforementioned proposed tax and penalty through December 31, 2024 would be approximately $232 million.
During the third quarter of 2016, Tribune filed a petition in U.S. Tax Court to contest the IRS’s determination. After-tax interest on the aforementioned proposed tax and penalty through December 31, 2025 would be approximately $271 million.
BUZZR, Movies, H&I, Start, Binge 10/1/2029 10/1/2029 20 Sacramento, CA O&O KTXL FOX KTXL-D2, D3, D4 Antenna TV, GRIT, TBD (5) 21 Charlotte, NC O&O O&O WJZY WMYT FOX MNTV WJZY-D3, D4, D5, D6, D7, D8 Charge!, GRIT, ShopLC, ION, Antenna TV, REWIND TV 12/1/2028 12/1/2028 22 Raleigh, NC O&O WNCN CBS WNCN-D2, D3, D4 REWIND TV, GRIT, Antenna TV 12/1/2028 23 Portland, OR O&O O&O KOIN KRCW CBS The CW KOIN-D2, D3 KRCW-D2, D3, D4 getTV, REWIND TV Antenna TV, GRIT, ShopLC (5) 24 St.
BUZZR, REWIND TV , H&I, Start 10/1/2029 10/1/2029 20 Sacramento, CA O&O KTXL FOX KTXL-D2, D3, D4 Antenna TV , GRIT, ROAR (4) 21 Charlotte, NC O&O O&O WJZY WMYT FOX The CW WJZY-D3, D4, D5, D6, D7, D8 Charge!, GRIT, ShopLC, ION, Antenna TV , REWIND TV /MNTV 12/1/2028 12/1/2028 22 Raleigh, NC O&O WNCN CBS WNCN-D2, D3, D4 REWIND TV , GRIT, Antenna TV 12/1/2028 23 Portland, OR O&O O&O KOIN KRCW CBS The CW KOIN-D2, D3 KRCW-D2, D3, D4 getTV, REWIND TV Antenna TV , GRIT, ShopLC (4) 24 St.
The CW, our broadcast television network, competes with other broadcast networks and other video programming for viewers and NewsNation, our national news network, competes with other national news networks such as FOX News, CNN, MSNBC and Newsmax for viewers. Programming .
The CW, our broadcast television network, competes with other broadcast networks and other video programming for viewers and NewsNation, our national news network, competes with other national news networks such as FOX News, MS NOW, CNN, and Newsmax for viewers. Programming .
Stations run promotions and air content related to the initiative and station employees participate in local events.
Stations run promotions and air content related to the initiatives and station employees participate in local events.
The FCC has open proceedings to determine whether to standardize TV stations’ reporting of programming responsive to local needs and interests; whether to modify its network non-duplication and syndicated exclusivity rules; whether to modify its standards for “good faith” retransmission consent negotiations; whether to broaden the definition of “MVPD” to include online video programming distributors; and the appropriate substance and scope of its indecency enforcement policy; and the FCC has initiated reviews of the broadcast ownership rules.
The FCC has open proceedings to determine whether to standardize TV stations’ reporting of programming responsive to local needs and interests; whether to modify its network non-duplication and syndicated exclusivity rules; whether to modify its standards for “good faith” retransmission consent negotiations; and whether to broaden the definition of “MVPD” to include online video programming distributors; and the FCC has initiated reviews of the broadcast ownership rules.
The broadcast television model has several inherent advantages as it: (i) reaches more viewers than any other distribution model, as it reaches all pay television subscribers as well as the 14% of the population that only receives their television programming over the air, (ii) is the preferred distribution platform for most professional sports organizations as it delivers the widest reach to their fanbase thereby enhancing franchise value, and (iii) remains under-monetized as broadcast stations receive a lower percentage of total programming fees paid to content providers by distributors (e.g. cable companies, satellite companies and streaming platform providers) than the aggregate viewership they generate.
The broadcast television model has several inherent advantages: (i) it reaches more viewers than any other distribution model, including multichannel and other select pay television subscribers as well as the 18% of the population that only receives their television programming over the air, (ii) it is the preferred distribution platform for most professional sports organizations delivering the widest reach to their fanbases, thereby enhancing franchise value, and (iii) it remains under-monetized as broadcast stations receive a lower percentage of total programming fees paid to content providers by distributors (e.g., cable companies, satellite companies and multichannel streaming platform providers) than the aggregate viewership they generate.
No single customer generated more than 13% of our revenue; no single market generated more than 3% of our revenue; and our affiliations are diverse with no network affiliate group representing more than 27% of our 2024 combined core and political advertising net revenue. Intense Operational Focus .
No single customer generated more than 13% of our revenue; no single market generated more than 3% of our revenue; and our affiliations are diverse with no network affiliate group representing more than 25% of our 2025 combined core and political advertising net revenue. Intense Operational Focus .
Our digital assets include 138 websites and 229 mobile applications across our local stations, NewsNation and The Hill. The portfolio also includes eight connected television applications and three free ad-supported television (“FAST”) channels from The CW and The Hill. The Hill.
Our digital assets include 125 websites and 229 mobile applications across our local stations, NewsNation and The Hill. The portfolio also includes 110 connected television applications and three free ad-supported television (“FAST”) channels from The CW and The Hill. The Hill.
During the years ended December 31, 2024, 2023 and 2022, the Company’s revenues from two customers exceeded 10%. Each of these customers represented approximately 12% for 2024, 12% and 14% for 2023, and 10% and 11% for 2022, of our consolidated net revenues.
During the years ended December 31, 2025, 2024 and 2023, the Company’s revenues from two customers exceeded 10%. Each of these customers represented approximately 13% for 2025, 12% for 2024, and 12% and 14% for 2023, of our consolidated net revenues.
In 2024 and 2023, we generated total net revenue of $5.4 billion and $4.9 billion, respectively, generated net cash flow from operating activities of $1.3 billion and $1 billion, respectively, and returned a significant percentage of that cash flow to shareholders in the form of share repurchases and dividends—$820 million in 2024 and $796 million in 2023—while maintaining a corporate credit rating of Ba3 / BB+ as rated by Moody’s / S&P.
In 2025 and 2024, we generated total net revenue of $4.9 billion and $5.4 billion, respectively, generated net cash flow from operating activities of $891 million and $1.25 billion, respectively, and returned a significant percentage of that cash flow to shareholders in the form of share repurchases and dividends—$351 million in 2025 and $820 million in 2024—while maintaining a corporate credit rating of Ba3 / BB+ as rated by Moody’s / S&P.
These risks are discussed more fully below and include, but are not limited to: Risks Related to Our Operations • Our distribution revenues and operating results may be adversely affected by, among other factors, declining MVPD subscribers and our inability to renew expiring distribution agreements on favorable terms or at all; • Our station revenues and operating results may be adversely affected if we are unable to renew our network affiliation agreements on favorable terms, or at all; • Our revenue and operating results may be adversely affected if we are unable to retain our largest customers, which account for a significant percentage of our total revenue, on favorable terms, or at all; • Our advertising revenue and operating results may be affected by economic downturns, geopolitical events and other factors outside of our control; • Because a significant percentage of our operating expenses are fixed, a relatively small decrease in revenue could have a significant negative impact on our operating results; • Our growth may be limited if we are unable to implement an acquisition strategy and our operating results may be adversely affected if we are unable to successfully integrate any future acquisition; • Our substantial debt and related interest expense could limit our ability to reinvest in the business, make acquisitions and/or return capital to shareholders; • We may not be able to generate sufficient cash flow to meet our debt service requirements; • We may be required to cease certain station operations if the FCC denies renewal of any of our station licenses. • The financial performance of our equity method investments and the performance of third-party services providers, upon which we rely but do not control, could adversely impact our results of operations; • The loss of the services of our chief executive officer could disrupt management of our business and impair the execution of our business strategies; • Our operating results could be adversely affected if the owners of the VIEs make decisions regarding the operation of their respective stations that adversely impact their operating results and reduce payments due to us under our local service agreements; • Future impairment charges could adversely affect our operating results; • Changes in deferred tax asset assets or valuation allowances as a result of tax law changes could affect our operating results; • We may face additional tax liabilities stemming from proposed and ongoing tax audits; • Our pension and postretirement benefit plan obligations may be increased by a declining stock market and lower interest rates; • Adverse results from litigation or governmental investigations involving us could impact our business practices and operating results; 19 • Any decrease in our dividend payments or suspension of our dividend payments or stock repurchases could cause our stock price to decline; • We may face challenges in protecting our intellectual property and defending against infringement claims; and • Cybersecurity risks could adversely affect our operating effectiveness and operating results.
Risks Related to Our Operations • Our distribution revenues and operating results may be adversely affected by, among other factors, declining MVPD subscribers, our inability to renew expiring distribution agreements on favorable terms, or at all, and our network partners inability to renew expiring distribution agreements on favorable terms with vMPVDs, or at all; • Our station revenues and operating results may be adversely affected if we are unable to renew our network affiliation agreements on favorable terms, or at all; • Our revenue and operating results may be adversely affected if we are unable to retain our largest customers, which account for a significant percentage of our total revenue, on favorable terms, or at all; • Our 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 our control; • Because a significant percentage of our operating expenses are fixed, a relatively small decrease in revenue could have a significant negative impact on our operating results; • Our growth may be limited if we are unable to implement an acquisition strategy and our operating results may be adversely affected if we are unable to successfully integrate any future acquisition; • Our substantial debt and related interest expense could limit our ability to reinvest in the business, make acquisitions and/or return capital to shareholders; • We may not be able to generate sufficient cash flow to meet our debt service requirements; • We may be required to cease certain station operations if the FCC denies renewal of any of our station licenses; • The loss of the services of our chief executive officer could disrupt management of our business and impair the execution of our business strategies; 18 • Our operating results could be adversely affected if the owners of the VIEs make decisions regarding the operation of their respective stations that adversely impact their operating results and reduce payments due to us under our local service agreements; • We have recognized, and could continue to recognize, asset impairment charges for our equity method investments; the financial performance of our equity method investments could adversely impact our results of operations; • Future impairment charges to goodwill and intangible assets could adversely affect our operating results; • Changes in deferred tax asset assets or valuation allowances as a result of tax law changes could affect our operating results; • We may face additional tax liabilities stemming from proposed and ongoing tax audits; • Our pension and postretirement benefit plan obligations may be increased by a declining stock market and lower interest rates; • Adverse results from litigation or governmental investigations involving us could impact our business practices and operating results; • Any decrease in our dividend payments or suspension of our dividend payments or stock repurchases could cause our stock price to decline; • We may face challenges in protecting our intellectual property and defending against infringement claims; • We rely on a number of third-party service providers to operate certain significant aspects of our business and any disruption could have an adverse effect on our financial condition and results of operations; and • Cybersecurity risks could adversely affect our operating effectiveness and operating results.
Based on our assessment of the Company’s deferred tax assets, we determined that as of December 31, 2024, based on projected future income, approximately $154 million of the Company’s deferred tax assets, net of valuation allowance, will more likely than not be realized in the future.
Based on our assessment of the 24 Company’s deferred tax assets, we determined that as of December 31, 2025, based on projected future income, approximately $140 million of the Company’s deferred tax assets, net of valuation allowance, will more likely than not be realized in the future.
Wayne, IN O&O WANE CBS WANE-D2, D3, D4 ION, Laff, ION Mystery 8/1/2029 111 Sioux Falls, SD O&O O&O O&O KELO KDLO KPLO CBS CBS CBS KELO-D2, D3, D4 KDLO-D2, D4 KPLO-D2 MNTV, ION, The CW MNTV, The CW MNTV 4/1/2030 (5) 4/1/2030 112 Altoona, PA O&O WTAJ CBS WTAJ-D2, D3, D4 ION Mystery, Laff, GRIT (5) 115 Springfield, MA O&O WWLP NBC WWLP-D2, D3, D4 The CW, ION, ION Mystery (5) 117 Lansing, MI O&O LSA WLNS (4) WLAJ CBS ABC WLAJ-D2 The CW 10/1/2029 10/1/2029 118 Youngstown, OH O&O O&O LSA WKBN (4) WYTV CBS ABC WKBN-D2 WYFX-LD, D2, D3, D4, D5, D6 WYTV- D2 FOX FOX, MNTV, ION, Bounce, Laff, Antenna TV MNTV 10/1/2029 10/1/2029 10/1/2029 122 Peoria, IL O&O LSA WMBD WYZZ CBS FOX WMBD-D2, D3, D4 Bounce, Laff, ION Mystery 12/1/2029 (5) 124 Lafayette, LA O&O KLFY CBS KLFY-D2, D3, D4 The CW, ION, ION Mystery 6/1/2029 125 Bakersfield, CA O&O O&O KGET NBC KGET-D2, D3, D4 KKEY-LP The CW, Telemundo, Laff Telemundo (5) 127 Columbus, GA O&O WRBL CBS WRBL-D2, D3, D4 REWIND TV, ION, Laff 4/1/2029 129 La Crosse, WI O&O O&O WLAX WEUX FOX FOX WLAX-D2, D3, D4 WEUX-D2, D3, D4 Antenna TV, Laff, GRIT Antenna TV, ION Mystery, Bounce 12/1/2029 12/1/2029 132 Amarillo, TX O&O O&O LSA KAMR KCIT NBC FOX KAMR-D2, D3, D4 KCPN-LP-D2 KCIT-D2, D3, D4 MNTV, Laff, Antenna TV MNTV, REWIND TV GRIT, ION Mystery, Bounce (5) 137 Rockford, IL O&O LSA WQRF WTVO FOX ABC WQRF-D2, D3, D4 WTVO-D2, D3, D4 Bounce, ION Mystery, REWIND TV MNTV, Laff, GRIT 12/1/2029 12/1/2029 140 Lubbock, TX O&O LSA KLBK KAMC CBS ABC KLBK-D2, D3, D4 KAMC-D2, D3, D4 Court TV, Antenna TV, REWIND TV ION Mystery, Bounce, QVC2 8/1/2030 (5) 141 Topeka, KS O&O O&O LSA KSNT KTKA NBC ABC KSNT-D2, D3, D4 KTMJ-CD, D2, D3, D4 KTKA-D2, D3, D4 FOX, ION, Bounce FOX, ION Mystery, GRIT, Laff REWIND TV, The CW, Antenna TV 6/1/2030 (5) 6/1/2030 142 Monroe, LA O&O LSA KARD KTVE FOX NBC KARD-D2, D3, D4 KTVE-D2, D3, D4 The CW, GRIT, Antenna TV FOX, Laff, ION Mystery 6/1/2029 6/1/2029 144 Midland, TX O&O LSA KMID KPEJ ABC FOX KMID-D2, D3, D4 KPEJ-D2, D3, D4 Laff, ION Mystery, GRIT Estrella, REWIND TV, Antenna TV 8/1/2030 (5) 147 Minot-Bismarck, ND O&O O&O O&O O&O KXMB KXMC KXMD KXMA CBS CBS CBS The CW KXMB-D2, D3, D4 KXMC-D2, D3, D4 KXMD-D2, D3, D4 KXMA-D2, D3, D4 The CW, Laff, ION Mystery The CW, Laff, ION Mystery The CW, Laff, ION Mystery CBS, Laff, ION Mystery 4/1/2030 4/1/2030 4/1/2030 (5) 148 Panama City, FL O&O WMBB ABC WMBB-D2, D3, D4 The CW, Laff, ION Mystery 2/1/2029 149 Sioux City, IA O&O KCAU ABC KCAU-D2, D3, D4 ION Mystery, Laff, Bounce 2/1/2030 150 Wichita Falls, TX O&O O&O LSA KFDX KJTL NBC FOX KFDX-D2, D3, D4 KJBO-LP KJTL-D2, D3, D4 MNTV, The CW, Antenna TV MNTV GRIT, Bounce, ION Mystery (5) 151 Joplin, MO O&O LSA KSNF KODE NBC ABC KSNF-D2, D3, D4 KODE-D2, D3, D4 Laff, ION Mystery, Antenna TV GRIT, Bounce, ION 2/1/2030 2/1/2030 154 Erie, PA O&O LSA WJET WFXP ABC FOX WJET-D2, D3, D4 WFXP-D2, D3, D4 Laff, ION Mystery, Cozi TV GRIT, Bounce, Antenna TV (5) 159 Terre Haute, IN O&O LSA WTWO WAWV NBC ABC WTWO-D2, D3, D4 WAWV-D2, D3, D4 The CW, Laff, Antenna TV GRIT, Bounce, REWIND TV 8/1/2029 8/1/2029 162 Binghamton, NY O&O O&O WIVT ABC WIVT-D2, D3, D4 WBGH-CD, D2 NBC, Laff, ION Mystery NBC, ABC (5) 163 Wheeling, WV O&O WTRF CBS WTRF-D2, D3, D4 MNTV, ABC, ION Mystery 10/1/2028 165 Billings, MT O&O LSA KSVI KHMT ABC FOX KSVI-D2, D3, D4 KHMT-D2, D3, D4 The CW, ION Mystery, Antenna TV Court TV, Laff, ION 4/1/2030 (5) 166 Abilene, TX O&O LSA KTAB KRBC CBS NBC KTAB-D2, D3, D4 KRBC-D2, D3, D4 Telemundo, ION Mystery, ION GRIT, Laff, Bounce (5) 167 Beckley, WV O&O WVNS CBS WVNS-D2 FOX 10/1/2028 168 Hattiesburg, MS O&O WHLT CBS WHLT-D2, D3, D4 The CW, ION, ION Mystery 6/1/2029 169 Rapid City, SD O&O KCLO CBS KCLO-D2, D3, D4 The CW, ION, ION Mystery (5) 170 Dothan, AL O&O WDHN ABC WDHN-D2, D3, D4 ION Mystery, Laff, Antenna TV 4/1/2029 10 Market Rank (1) Market Status (2) Full Power Stations Primary Affiliation Low Power Stations / Multicast Channels Other Affiliations FCC License Expiration Date 171 Utica, NY O&O O&O LSA WFXV WUTR FOX ABC WFXV-D2, D3, D4 WPNY-LP WUTR-D2, D3, D4 The CW, ION Mystery, Laff MNTV MNTV, GRIT, Bounce (5) 172 Clarksburg, WV O&O WBOY NBC WBOY-D2, D3, D4 ABC, ION Mystery, Laff 10/1/2028 174 Jackson, TN O&O WJKT FOX WJKT-D2, D3, D4 ION Mystery, Laff, GRIT 8/1/2029 178 Elmira, NY O&O WETM NBC WETM-D2, D3, D4 Antenna TV, Laff, ION Mystery (5) 179 Watertown, NY O&O WWTI ABC WWTI-D2, D3, D4 The CW, Laff, ION Mystery (5) 183 Alexandria, LA O&O WNTZ FOX WNTZ-D2, D3, D4 Bounce, ION Mystery, Laff 6/1/2029 187 Grand Junction, CO O&O O&O O&O LSA KREX KREY KFQX CBS CBS FOX KREX-D2, D3, D4 KREY-D2, D3, D4 KGJT-CD KFQX-D2, D3, D4 Laff, MNTV, Bounce FOX, ION Mystery, GRIT MNTV CBS, ION Mystery, GRIT 4/1/2030 4/1/2030 4/1/2030 (5) 197 San Angelo, TX O&O LSA KLST KSAN CBS NBC KLST-D2, D3, D4 KSAN-D2, D3, D4 ION Mystery, GRIT, Antenna TV Laff, Bounce, ION (5) (5) (1) Market rank refers to ranking the size of the DMA in which the station is located in relation to other DMAs.
Wayne, IN O&O WANE CBS WANE-D2, D3, D4 ION, Laff, ION Mystery 8/1/2029 109 Evansville, IN O&O LSA WEHT WTVW ABC The CW WEHT-D2, D3, D4 WTVW-D2, D3, D4 Laff, Cozi TV, ShopLC Bounce, ION Mystery, ION 8/1/2029 8/1/2029 110 Augusta, GA O&O WJBF ABC WJBF-D2, D3, D4 The CW , Antenna TV , ION 4/1/2029 111 Altoona, PA O&O WTAJ CBS WTAJ-D2, D3, D4 ION Mystery, Laff, GRIT 8/1/2031 112 Sioux Falls, SD O&O O&O O&O KELO KDLO KPLO CBS CBS CBS KELO-D2, D3, D4 KDLO-D2, D4 KPLO-D2 MNTV, ION, The CW MNTV, The CW MNTV 4/1/2030 (4) 4/1/2030 113 Lansing, MI O&O LSA WLNS (3) WLAJ CBS ABC WLAJ-D2 The CW 10/1/2029 10/1/2029 115 Springfield, MA O&O WWLP NBC WWLP-D2, D3, D4 The CW , ION, ION Mystery (4) 117 Youngstown, OH O&O O&O LSA WKBN (3) WYTV CBS ABC WKBN-D2 WYFX-LD, D2, D3, D4, D5, D6 WYTV- D2 FOX FOX, MNTV, ION, Bounce, Laff, Antenna TV MNTV 10/1/2029 10/1/2029 10/1/2029 121 Bakersfield, CA O&O O&O KGET NBC KGET-D2, D3, D4 KKEY-LP, D2 The CW , Telemundo, Laff Telemundo, Antenna TV (4) 122 Peoria, IL O&O LSA WMBD WYZZ CBS FOX WMBD-D2, D3, D4 WYZZ-D2, D3 Bounce, Laff, ION Mystery Merit TV, getTV 12/1/2029 12/1/2029 124 Lafayette, LA O&O KLFY CBS KLFY-D2, D3, D4 The CW , ION, ION Mystery 6/1/2029 126 Columbus, GA O&O WRBL CBS WRBL-D2, D3, D4 Busted, ION, Laff 4/1/2029 129 La Crosse, WI O&O O&O WLAX WEUX FOX FOX WLAX-D2, D3, D4 WEUX-D2, D3, D4 Antenna TV , Laff, GRIT Antenna TV, ION Mystery, Bounce 12/1/2029 12/1/2029 132 Amarillo, TX O&O O&O LSA KAMR KCIT NBC FOX KAMR-D2, D3, D4 KCPN-LP, D2 KCIT-D2, D3, D4 MNTV, Laff, Antenna TV MNTV, REWIND TV GRIT, ION Mystery, Bounce 8/1/2030 8/1/2030 8/1/2030 137 Rockford, IL O&O LSA WQRF WTVO FOX ABC WQRF-D2, D3, D4 WTVO-D2, D3, D4 Bounce, ION Mystery, REWIND TV MNTV, Laff, GRIT 12/1/2029 12/1/2029 140 Lubbock, TX O&O LSA KLBK KAMC CBS ABC KLBK-D2, D3, D4 KAMC-D2, D3, D4 Court TV, Antenna TV , REWIND TV ION Mystery, Bounce, QVC2 8/1/2030 8/1/2030 141 Topeka, KS O&O O&O LSA KSNT KTKA NBC ABC KSNT-D2, D3, D4 KTMJ-CD, D2, D3, D4 KTKA-D2, D3, D4 FOX, ION, Bounce FOX, ION Mystery, GRIT, Laff REWIND TV , The CW , Antenna TV 6/1/2030 (4) 6/1/2030 143 Panama City, FL O&O WMBB ABC WMBB-D2, D3, D4 The CW , Laff, ION Mystery 2/1/2029 144 Monroe, LA O&O LSA KARD KTVE FOX NBC KARD-D2, D3, D4 KTVE-D2, D3, D4 The CW , GRIT, Antenna TV FOX, Laff, ION Mystery 6/1/2029 6/1/2029 146 Midland, TX O&O LSA KMID KPEJ ABC FOX KMID-D2, D3, D4 KPEJ-D2, D3, D4 Laff, ION Mystery, GRIT Estrella, REWIND TV , Antenna TV 8/1/2030 8/1/2030 148 Minot-Bismarck, ND O&O O&O O&O O&O KXMB KXMC KXMD KXMA CBS CBS CBS The CW KXMB-D2, D3, D4 KXMC-D2, D3, D4 KXMD-D2, D3, D4 KXMA-D2, D3, D4 The CW , Laff, ION Mystery The CW , Laff, ION Mystery The CW , Laff, ION Mystery CBS, Laff, ION Mystery 4/1/2030 4/1/2030 4/1/2030 (4) 149 Wichita Falls, TX O&O O&O LSA KFDX KJTL NBC FOX KFDX-D2, D3, D4 KJBO-LP KJTL-D2, D3, D4 MNTV, The CW , Antenna TV MNTV GRIT, Bounce, ION Mystery (4) 150 Sioux City, IA O&O KCAU ABC KCAU-D2, D3, D4 ION Mystery, Laff, Bounce 2/1/2030 151 Joplin, MO O&O LSA KSNF KODE NBC ABC KSNF-D2, D3, D4 KODE-D2, D3, D4 Laff, ION Mystery, Antenna TV GRIT, Bounce, ION 2/1/2030 2/1/2030 153 Erie, PA O&O LSA WJET WFXP ABC FOX WJET-D2, D3, D4 WFXP-D2, D3, D4 The CW , ION Mystery, Cozi TV GRIT, Bounce, Antenna TV 8/1/2031 8/1/2031 160 Terre Haute, IN O&O LSA WTWO WAWV NBC ABC WTWO-D2, D3, D4 WAWV-D2, D3, D4 The CW , Laff, Antenna TV GRIT, Bounce, REWIND TV 8/1/2029 8/1/2029 162 Binghamton, NY O&O O&O WIVT ABC WIVT-D2, D3, D4 WBGH-CD, D2 NBC, Laff, ION Mystery NBC, ABC (4) 164 Wheeling, WV O&O WTRF CBS WTRF-D2, D3, D4 MNTV, ABC, ION Mystery 10/1/2028 165 Dothan, AL O&O WDHN ABC WDHN-D2, D3, D4 ION Mystery, Laff, Antenna TV 4/1/2029 10 Market Rank (1) Market Status (2) Full Power Stations Primary Affiliation Low Power Stations / Multicast Channels Other Affiliations FCC License Expiration Date 166 Billings, MT O&O LSA KSVI KHMT ABC FOX KSVI-D2, D3, D4 KHMT-D2, D3, D4 The CW , ION Mystery, Antenna TV Court TV, Laff, ION 4/1/2030 4/1/2030 167 Abilene, TX O&O LSA KTAB KRBC CBS NBC KTAB-D2, D3, D4 KRBC-D2, D3, D4 Telemundo, ION Mystery, ION GRIT, Laff, Bounce 8/1/2030 8/1/2030 168 Beckley, WV O&O WVNS CBS WVNS-D2 FOX 10/1/2028 169 Hattiesburg, MS O&O WHLT CBS WHLT-D2, D3, D4 The CW , ION, ION Mystery 6/1/2029 170 Rapid City, SD O&O KCLO CBS KCLO-D2, D3, D4 The CW , ION, ION Mystery 4/1/2030 171 Utica, NY O&O O&O LSA WFXV WUTR FOX ABC WFXV-D2, D3, D4 WPNY-LP WUTR-D2, D3, D4 The CW , ION Mystery, Laff MNTV MNTV, GRIT, Bounce 6/1/2031 6/1/2031 6/1/2031 173 Clarksburg, WV O&O WBOY NBC WBOY-D2, D3, D4 ABC, ION Mystery, Laff 10/1/2028 175 Jackson, TN O&O WJKT FOX WJKT-D2, D3, D4 ION Mystery, Laff, GRIT 8/1/2029 179 Elmira, NY O&O WETM NBC WETM-D2, D3, D4 The CW , Antenna TV , ION Mystery (4) 180 Watertown, NY O&O WWTI ABC WWTI-D2, D3, D4 The CW , Laff, ION Mystery 6/1/2031 183 Alexandria, LA O&O WNTZ FOX WNTZ-D2, D3, D4 Bounce, ION Mystery, Laff 6/1/2029 186 Grand Junction, CO O&O O&O O&O LSA KREX KREY KFQX CBS CBS FOX KREX-D2, D3, D4 KREY-D2, D3, D4 KGJT-CD KFQX-D2, D3, D4 Laff, MNTV, Bounce FOX, ION Mystery, GRIT MNTV CBS, ION Mystery, GRIT 4/1/2030 4/1/2030 4/1/2030 4/1/2030 197 San Angelo, TX O&O LSA KLST KSAN CBS NBC KLST-D2, D3, D4 KSAN-D2, D3, D4 ION Mystery, GRIT, Antenna TV Laff, Bounce, ION (4) (4) (1) Market rank refers to ranking the size of the DMA in which the station is located in relation to other DMAs.
In addition, we may selectively pursue acquisitions of businesses that leverage our platform, scale and capabilities and are complementary to our vision of providing local news, entertainment, and sports content through broadcast and digital platforms.
In addition, we may selectively pursue acquisitions of businesses that leverage our platform, scale and capabilities and are complementary to our vision of providing local news, entertainment, and sports content through broadcast and digital platforms as well as serving the local advertiser.
In addition, we have been able to grow the CW’s distribution revenue while increasing the number of CW affiliations owned by us and our partners to 54, representing 45.7% of total U.S. TV Households. We and our partners together own the largest group of CW affiliates, larger than any of the Big 4 networks’ ownership of their respective network-affiliated stations.
In addition, we have been able to grow The CW’s distribution revenue while increasing the number of CW affiliations held by us and our partners to 58, representing 48.2% of total U.S. TV households. We and our partners together own the largest group of CW affiliates, larger than any of the Big 4 networks’ ownership of their respective network-affiliated stations.
On February 15, 2024, the case was argued before the U.S. Court of Appeals for the Seventh Circuit. The Company expects a ruling from the Court of Appeals in 2025.
On February 15, 2024, the case was argued before the U.S. Court of Appeals for the Seventh Circuit. The Company expects a ruling from the Court of Appeals in the first half of 2026.
Nexstar’s national television properties include a 77.1% interest in The CW Network, LLC (“The CW”), the fifth major broadcast network in the U.S., NewsNation, a national news network providing “News for All Americans”, two popular entertainment multicast networks, Antenna TV and REWIND TV, and a 31.3% ownership stake in Television Food Network, G.P. (“TV Food Network”).
Nexstar’s national television properties include an 80.8% interest in The CW Network, LLC (“The CW”), the fifth major broadcast network in the U.S., NewsNation, a national news network providing “News for All Americans,” two popular entertainment multicast networks, Antenna TV and REWIND TV, and a 31.3% ownership stake in Television Food Network, G.P. (“TV Food Network”).
The substantial majority of our assets, including our television stations, The CW Network and our multicast networks, are broadcast television assets. Our television stations are affiliates of CBS, FOX, NBC and ABC (together, the “Big 4”), as well as The CW and MyNetworkTV (“MNTV”). We are the first, second or third largest affiliate group for each broadcast network.
Our television stations are affiliates of CBS, FOX, NBC and ABC (together, the “Big 4”), as well as The CW and MyNetworkTV (“MNTV”). We are the first, second or third largest affiliate group for each broadcast network.
The current terms of these agreements expire as discussed below: Network Affiliation Expiration Date The CW Of the 29 agreements, 28 expire in August 2025 and one (1) expires in December 2026. MNTV 14 agreements expire in August 2025. CBS 49 agreements expire in July 2026. ABC 29 agreements expire in December 2026. NBC 35 agreements expire in December 2027.
The current terms of these agreements expire as discussed below: Network Affiliation Expiration Date The CW Of the 31 agreements, 30 expire in August 2026 and one (1) expires in December 2026. CBS 49 agreements expire in July 2026. MNTV 13 agreements expire in August 2027. ABC 29 agreements expire in December 2027. NBC 35 agreements expire in December 2027.
GAAP to have controlling financial interests in these entities because of Nexstar’s (i) local service agreements with the consolidated VIEs’ stations, (ii) guarantee (excluding The CW) of the obligations incurred under the senior secured credit facility of Mission Broadcasting, Inc.
For the consolidated VIEs, we are deemed under U.S. GAAP to have controlling financial interests in these entities because of Nexstar’s (i) local service agreements with the consolidated VIEs’ stations, (ii) guarantee (excluding The CW) of the obligations incurred under the senior secured credit facility of Mission Broadcasting, Inc.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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For additional discussion of certain risks associated with cybersecurity, see Item 1A, “Risk Factors” under the heading “Cybersecurity risks could adversely affect our operating effectiveness and operating results.” 29
For additional discussion of certain risks associated with cybersecurity, see Item 1A, “Risk Factors” under the heading “Cybersecurity risks could adversely affect our operating effectiveness and operating results.”
Our day-to-day cybersecurity efforts are led operationally by our Chief Technology and Digital Officer and Senior Vice President, Technology who have over 10 and 25 years, respectively, of networking and information technology management or executive experience, and oversee a team of in-house cybersecurity specialists.
Our day-to-day cybersecurity efforts are led operationally by our Chief Technology and Digital Officer and Senior Vice President, Technology who have over 15 and 30 years, respectively, of networking and information technology management or executive experience, and oversee a team of in-house cybersecurity specialists.

Item 2. Properties

Properties — owned and leased real estate

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See Item 1, “Business—The Stations” for a complete list of stations by market. I tem 3. Legal Proceedings The information set forth under Note 11 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K is incorporated herein by reference.
See Item 1, “Business—The Stations” for a complete list of stations by market. 28 I tem 3. Legal Proceedings The information set forth under Note 11 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K is incorporated herein by reference.
Item 2. Pr operties We have office space for our corporate headquarters in Irving, TX, which is leased through 2033. Each of our markets has facilities consisting of offices, studios, sales offices and tower and transmitter sites. We own approximately 55% of our office and studio locations and approximately 55% of our tower and transmitter locations.
Item 2. Pr operties We have office space for our corporate headquarters in Irving, TX, which is leased through 2033. Each of our markets has facilities consisting of offices, studios, sales offices and tower and transmitter sites. We own approximately 56% of our office and studio locations and approximately 55% of our tower and transmitter locations.
For additional discussion of certain risks associated with legal proceedings, see Item 1A, “Risk Factors” above. Item 4. Mine Safety Disclosures None. 30 PART II
For additional discussion of certain risks associated with legal proceedings, see Item 1A, “Risk Factors” above. Item 4. Mine Safety Disclosures None. 29 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The graph assumes the investment of $100 in our common stock and in both of the indices on December 31, 2019, with the reinvestment of dividends into shares of our common stock or the indices, as applicable. The performance shown is not necessarily indicative of future performance. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Nexstar Media Group, Inc.
The graph assumes the investment of $100 in our common stock and in both of the indices on December 31, 2020, with the reinvestment of dividends into shares of our common stock or the indices, as applicable. The performance shown is not necessarily indicative of future performance. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Nexstar Media Group, Inc.
Pursuant to our current dividend policy, our board of directors declared in 2024, 2023 and 2022 total annual cash dividends of $6.76 per share, $5.40 per share and $3.60 per share, respectively, with respect to outstanding shares of our common stock. The dividends were paid in equal quarterly installments.
Pursuant to our current dividend policy, our board of directors declared in 2025, 2024 and 2023 total annual cash dividends of $7.44 per share, $6.76 per share and $5.40 per share, respectively, with respect to outstanding shares of our common stock. The dividends were paid in equal quarterly installments.
Our peer group index consists of the following publicly traded companies: Gray Television Inc., TEGNA Inc., Sinclair, Inc., The E.W. Scripps Company, Fox Corporation and Paramount Global.
Our peer group index consists of the following publicly traded companies: Gray Media, Inc., TEGNA Inc., Sinclair, Inc., The E.W. Scripps Company, Fox Corporation and Paramount Skydance Corporation.
Share repurchases are executed from time to time in open market transactions, block trades or in private transactions, including through Rule 10b5-1 and 10b-18 plans. There is no minimum number of shares that Nexstar is required to repurchase.
As of December 31, 2025, the remaining available amount under the share repurchase authorization was $1.4 billion. Share repurchases are executed from time to time in open market transactions, block trades or in private transactions, including through Rule 10b5-1 and 10b-18 plans. There is no minimum number of shares that Nexstar is required to repurchase.
Given these considerations, our board of directors may increase or decrease the amount of dividends at any time and may also decide to suspend or discontinue the payment of cash dividends in the future. Recent Sales of Unregistered Securities None.
Given these considerations, our board of directors may increase or decrease the amount of dividends at any time and may also decide to suspend or discontinue the payment of cash dividends in the future. Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities There was no common stock repurchased during the quarter ended December 31, 2025.
The repurchase program does not have an expiration date and may be suspended or discontinued at any time without prior notice. 31 Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2024 Number of securities Number of securities to be issued upon Weighted average remaining available exercise of outstanding exercise price of for future issuance options and vesting of outstanding excluding securities Plan Category restricted stock units options reflected in column (a) (a) (b) (c) Equity compensation plans approved by security holders (1) 1,041,225 $ - 1,038,721 Equity compensation plans not approved by security holders - - - 1,041,225 1,038,721 (1) The 1,041,225 securities to be issued consist of time-based and performance-based restricted stock units.
Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2025 Number of securities Number of securities to be issued upon Weighted average remaining available exercise of outstanding exercise price of for future issuance options and vesting of outstanding excluding securities Plan Category restricted stock units options reflected in column (a) (a) (b) (c) Equity compensation plans approved by security holders (1) 950,297 $ - 664,860 Equity compensation plans not approved by security holders - - - 950,297 664,860 (1) The 950,297 securities to be issued consist of time-based and performance-based restricted stock units.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Prices; Record Holders and Dividends Our common stock trades on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “NXST.” As of February 27, 2025, there were approximately 134,000 shareholders of record of our common stock, including shares held in nominee names by brokers and other institutions.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Prices; Record Holders and Dividends Our common stock trades on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “NXST.” As of February 26, 2026, there were 256 shareholders of record of our common stock.
All stock options were fully vested and exercised as of December 31, 2024. For a more detailed description of our equity plans and grants, we refer you to Note 13 to the Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
For a more detailed description of our equity plans and grants, we refer you to Note 13 to the Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K. 30 Comparative Stock Performance Graph The following graph compares the total return of our common stock based on closing prices for the period from December 31, 2020 through December 31, 2025 with the total return of the NASDAQ Composite Index and our peer index of comparable television companies.
On January 29, 2025, our board of directors approved a 10% increase in the quarterly cash dividend to $1.86 per share of outstanding common stock beginning with the first quarter of 2025.
On January 30, 2026, our board of directors declared a quarterly cash dividend of $1.86 per share on our outstanding common stock payable on February 27, 2026 to stockholders of record on February 13, 2026.
Removed
Issuer Purchases of Equity Securities The following is a summary of Nexstar’s repurchases of its common stock by month during the fourth quarter of 2024 (in millions, except for share and per share information): Total Number of Shares Approximate Dollar Value Purchased as Part of of Shares That May Yet Be Total Number Average Price Publicly Announced Purchased Under the of Shares Purchased Paid per Share Plans or Programs Plans or Programs October 2 ̶ 31, 2024 405,473 $ 168.90 405,473 $ 1,661 November 1 ̶ 29, 2024 274,461 $ 168.49 274,461 1,614 December 2 ̶ 26, 2024 380,928 $ 164.73 380,928 1,552 1,060,862 $ 167.30 1,060,862 As of December 31, 2024, the remaining available amount under the share repurchase authorization was $1.6 billion, which includes the $1.5 billion increase to the share repurchase program authorized by Nexstar’s Board of Directors on July 26, 2024.
Added
This number does not include beneficial owners whose shares are held in street name by banks, brokers or other nominee holders.
Removed
From January 1, 2025 to February 27, 2025, we repurchased 112,582 shares of our common stock for $17 million, funded by cash on hand. As of the date of filing this Annual Report on Form 10-K, the remaining available amount under the share repurchase authorization was $1.5 billion.
Added
The repurchase program does not have an expiration date and may be suspended or discontinued at any time without prior notice.
Removed
Comparative Stock Performance Graph The following graph compares the total return of our common stock based on closing prices for the period from December 31, 2019 through December 31, 2024 with the total return of the NASDAQ Composite Index and our peer index of comparable television companies.
Added
(NXST) $ 100.00 $ 140.94 $ 166.73 $ 154.28 $ 161.95 $ 217.02 NASDAQ Composite Index $ 100.00 $ 122.18 $ 82.43 $ 119.22 $ 154.48 $ 187.14 Peer Group $ 100.00 $ 101.70 $ 75.12 $ 67.92 $ 82.94 $ 113.15
Removed
(NXST) $ 100.00 $ 95.48 $ 134.56 $ 159.19 $ 147.30 $ 154.63 NASDAQ Composite Index $ 100.00 $ 144.92 $ 177.06 $ 119.45 $ 172.77 $ 223.87 Peer Group $ 100.00 $ 87.62 $ 89.11 $ 65.82 $ 59.51 $ 72.67

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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GAAP to have controlling financial interests for financial reporting purposes in these entities because of (i) the local service agreements we have with their stations, (ii) our (excluding The CW) guarantee of the obligations incurred under Mission’s senior secured credit facility, (iii) our power over significant activities affecting the VIEs’ economic performance, including budgeting for advertising revenue, advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit us to acquire the assets and assume the liabilities of each of these VIEs’ stations, subject to FCC consent.
GAAP to have controlling financial interests for financial reporting purposes in these entities because of (i) the local service agreements we have with their stations, (ii) our (excluding The CW) guarantee of the obligations incurred under Mission’s senior secured credit facility, (iii) our power over significant activities affecting the consolidated VIEs’ economic performance, including budgeting for advertising revenue, advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit us to acquire the assets and assume the liabilities of each of these VIEs’ stations, subject to FCC consent.
Distribution revenue increased by $201 million primarily due to a dispute with an MVPD which caused Nexstar stations to be dark for 76 days during third quarter in 2023, the benefit of distribution contract renewals in 2023 on terms favorable to the Company, annual rate escalators, growth in vMVPDs subscribers, the addition of CW affiliations on certain of our stations, and the return of partner stations on one MVPD in January, which more than offset MVPD subscriber attrition.
Distribution revenue increased by $201 million primarily due to a dispute with an MVPD which caused Nexstar stations to be dark for 76 days during the third quarter in 2023, the benefit of distribution contract renewals in 2023 on terms favorable to the Company, annual rate escalators, growth in vMVPDs subscribers, the addition of CW affiliations on certain of our stations, and the return of partner stations on one MVPD in January 2024, which more than offset MVPD subscriber attrition.
The terms of our and Mission’s senior secured credit facilities, as well as the indentures governing our 5.625% Notes, due July 2027 and 4.75% Notes, due November 2028, limit, but do not prohibit us or Mission from incurring substantial amounts of additional debt in the future.
The terms of our and Mission’s senior secured credit facilities, as well as the indentures governing our 5.625% Notes, due July 2027 and 4.75% Notes, due November 2028, limit, but do not prohibit us or Mission from incurring substantial amounts of additional 38 debt in the future.
The Company’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control. The Company’s primary sources of liquidity include cash on hand, borrowing capacity under its revolving credit facilities (with a maturity date of June 2027) and cash generated from operations.
The Company’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control. The Company’s primary sources of liquidity include cash on hand, borrowing capacity under its revolving credit facilities (with a maturity date of June 2030) and cash generated from operations.
These option agreements (which expire on various dates between 2025 and 2034) are freely exercisable or assignable by us without consent or approval by Mission or its shareholders. We expect these option agreements to be renewed upon expiration. We make semiannual interest payments on the 5.625% Notes, due July 2027 on January 15 and July 15 of each year.
These option agreements (which expire on various dates between 2026 and 2034) are freely exercisable or assignable by us without consent or approval by Mission or its shareholders. We expect these option agreements to be renewed upon expiration. We make semiannual interest payments on the 5.625% Notes, due July 2027 on January 15 and July 15 of each year.
Based on the results of such qualitative impairment tests, the Company concluded that it was more likely than not that their fair values would sufficiently exceed the related carrying amount. The Company also evaluated its definite-lived intangible assets and other long-lived assets whether events or changes in circumstances indicate that such assets may be impaired.
Based on the results of such qualitative impairment tests, the Company concluded that it was more likely than not that their fair values would sufficiently exceed the related carrying amount. The Company also evaluated its definite-lived intangible assets and other long-lived assets as to whether events or changes in circumstances indicate that such assets may be impaired.
(2) As of December 31, 2024, we had $33 million of unrecognized tax benefits, inclusive of interest and certain deduction benefits. This liability represents an estimate of tax positions that the Company has taken in its tax returns, which may ultimately not be sustained upon examination by the tax authorities.
(2) As of December 31, 2025, we had $33 million of unrecognized tax benefits, inclusive of interest and certain deduction benefits. This liability represents an estimate of tax positions that the Company has taken in its tax returns, which may ultimately not be sustained upon examination by the tax authorities.
Item 6. Reserved 32 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
Item 6. Reserved 31 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
Advertising revenue increased by $294 million primarily due to an increase of $426 million in political advertising as 2024 is an election year, offset in part by a decrease in non-political revenue of $132 million due to ongoing advertising market softness and political crowd-out.
Advertising revenue increased by $294 million primarily due to an increase of $426 million in political advertising as 2024 was an election year, offset in part by a decrease in non-political revenue of $132 million due to ongoing advertising market softness and political crowd-out.
Our senior secured credit facilities and the indentures governing our existing notes may limit the amount of dividends we may pay to stockholders and share repurchases we may make over the term of the agreement. The Company does not have any rating downgrade triggers that would accelerate the maturity dates of its debt.
Our senior secured credit facilities and the indentures governing our existing notes may limit the amount of dividends we may pay to stockholders and share repurchases we may make. The Company does not have any rating downgrade triggers that would accelerate the maturity dates of its debt.
Excludes network affiliation agreements between the Company’s stations and The CW as the related fees are eliminated in consolidation. (5) Estimated interest payments due as if all debt outstanding as of December 31, 2024 remained outstanding until maturity, based on interest rates in effect at December 31, 2024.
Excludes network affiliation agreements between the Company’s stations and The CW as the related fees are eliminated in consolidation. 37 (5) Estimated interest payments due as if all debt outstanding as of December 31, 2025 remained outstanding until maturity, based on interest rates in effect at December 31, 2025.
The Mission amended credit agreement does not contain financial covenant ratio requirements but does provide for default in the event we do not comply with all covenants contained in our credit agreement. As of December 31, 2024, we were in compliance with our financial covenants.
The Mission credit agreement does not contain financial covenant ratio requirements but does provide for default in the event we do not comply with all covenants contained in our credit agreement. As of December 31, 2025, we were in compliance with our financial covenants.
We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships. As of December 31, 2024, we have outstanding standby letters of credit with various financial institutions amounting to $19 million.
We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships. As of December 31, 2025, we have outstanding standby letters of credit with various financial institutions amounting to $20 million.
The assumptions used in developing the required estimates include the following key factors: • discount rates • expected return on plan assets • mortality rates • retirement rates • expected contributions As of December 31, 2024, the effective discount rate used for determining pension benefit obligations was 5.45%.
The assumptions used in developing the required estimates include the following key factors: • discount rates • expected return on plan assets • mortality rates • retirement rates • expected contributions As of December 31, 2025, the effective discount rate used for determining pension benefit obligations was 5.13%.
As of December 31, 2024, a 1% change in the discount rates would have the following effects (in millions): 1% Increase 1% Decrease Projected impact on net periodic benefit credit $ 2 $ (6) Projected impact on pension benefit obligations (114) 131 For additional information on our pension and OPEB, see Note 10 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
As of December 31, 2025, a 1% change in the discount rates would have the following effects (in millions): 1% Increase 1% Decrease Projected impact on net periodic benefit credit $ 2 $ (4) Projected impact on pension benefit obligations (111) 127 For additional information on our pension and OPEB, see Note 10 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
Mission and the other consolidated VIEs are included in our Consolidated Financial Statements because we are deemed to have controlling financial interests in these entities as VIEs for financial reporting purposes as a result of (i) local service agreements we have with the stations they own, (ii) Nexstar’s (excluding The CW) guarantee of the obligations incurred under Mission’s senior secured credit facility, (iii) our power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of all of these VIEs’ stations at any time, subject to FCC consent.
Our evaluation of the “power” and “economics” model must be an ongoing process and may alter as facts and circumstances change. 40 Mission and the other consolidated VIEs are included in our Consolidated Financial Statements because we are deemed to have controlling financial interests in these entities as VIEs for financial reporting purposes as a result of (i) local service agreements we have with the stations they own, (ii) Nexstar’s (excluding The CW) guarantee of the obligations incurred under Mission’s senior secured credit facility, (iii) our power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue, advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of all of these VIEs’ stations at any time, subject to FCC consent.
Overview of Operations As of January 31, 2025, we owned, operated, programmed or provided sales and other services to 201 full power television stations and one AM radio station, including those owned by VIEs, in 116 markets in 40 states and the District of Columbia.
Overview of Operations As of February 26, 2026, we owned, operated, programmed or provided sales and other services to 201 full power television stations and one AM radio station, including those owned by VIEs, in 116 markets in 40 states and the District of Columbia.
As of December 31, 2024, the Company was in compliance with the financial covenants contained in the amended credit agreements governing its senior secured credit facilities. Any future adverse economic conditions, including those resulting from heightened and sustained inflation and higher interest rates, could adversely affect the Company’s future operating results, cash flows and financial condition.
As of December 31, 2025, the Company was in compliance with the financial covenants contained in the amended credit agreements governing its senior secured credit facilities. Any future adverse economic conditions, including those resulting from sustained inflation, high interest rates and supply chain disruptions, could adversely affect the Company’s future operating results, cash flows and financial condition.
As of December 31, 2024, we also own a 77.1% ownership interest in The CW, the fifth major broadcast network in the U.S., NewsNation, a national news network, two multicast networks, Antenna TV and REWIND TV, multicast network services provided to third parties, and a 31.3% ownership stake in TV Food Network.
As of December 31, 2025, we also own an 80.8% ownership interest in The CW, the fifth major broadcast network in the U.S., NewsNation, a national news network, two multicast networks, Antenna TV and REWIND TV, multicast network services provided to third parties, and a 31.3% ownership stake in TV Food Network.
(3) As of December 31, 2024, we had $186 million and $17 million of funding obligations with respect to our pension benefit plans and other postretirement benefit plans, respectively, which are not included in the table above.
(3) As of December 31, 2025, we had $154 million and $16 million of funding obligations with respect to our pension benefit plans and other postretirement benefit plans, respectively, which are not included in the table above.
For additional information on our investment in TV Food Network, refer to Note 6 to Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
For additional information on equity investments, refer to Note 6 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K for additional information.
These purchase options are freely exercisable or assignable by Nexstar without consent or approval by the VIEs. These option agreements expire on various dates between 2025 and 2034. We expect to renew these option agreements upon expiration.
These purchase options are freely exercisable or assignable by Nexstar without consent or approval by the VIEs. These option agreements expire on various dates between 2026 and 2034. We expect to renew these option agreements upon expiration. Therefore, these VIEs are consolidated into these financial statements.
During 2024, the assumptions utilized in determining net periodic benefit credit on our pension plans were (i) 5.26% to 6.05% expected rate of return on plan assets and (ii) 4.78% effective discount rates. As of December 31, 2024, our pension plans’ benefit obligations were $1.6 billion.
During 2025, the assumptions utilized in determining net periodic benefit credit on our pension plans were (i) 5.82% to 6.59% expected rate of return on plan assets and (ii) 5.44% effective discount rates. As of December 31, 2025, our pension plans’ benefit obligations were $1.6 billion.
Direct operating expenses, consisting primarily of programming, news and technical expenses, and selling, general and administrative expenses increased by $58 million primarily due to increased news expenses related to expansion of news programming, programming expenses primarily due to lower variable programming expenses in 2023 as a result of the period when Nexstar stations were dark, stock-based compensation expense from new restricted stock grants and the timing of restricted stock grants, and direct digital operating expenses, partially offset by lower expense from various administrative expenses.
Direct operating expenses, consisting primarily of programming, news and technical expenses, and selling, general and administrative expenses increased by $58 million primarily due to increased news expenses related to expansion of news programming, programming expenses primarily due to lower variable programming expenses in 2023 as a result of the period when Nexstar stations were dark, stock-based compensation expense from new restricted stock grants and the timing of restricted stock grants, and direct digital operating expenses, partially offset by lower expense from various administrative expenses. 35 Amortization of broadcast rights decreased by $129 million, primarily due to lower amortization of broadcast rights at The CW of $117 million to $259 million in 2024 from $376 million in 2023.
Cash Flow Summary The following tables present the Company’s total operating, investing and financing activity cash flows for the three years ended December 31 (in millions): 2024 2023 2022 Net cash provided by operating activities $ 1,250 $ 999 $ 1,403 Net cash provided by (used in) investing activities (1) (102 ) (173 ) 125 Net cash used in financing activities (1,151 ) (899 ) (1,515 ) Net increase (decrease) in cash, cash equivalents and restricted cash $ (3 ) $ (73 ) $ 13 Cash paid for interest $ 431 $ 437 $ 330 Income taxes paid, net of refunds (2) $ 254 $ 169 $ 370 (1) In 2024, 2023 and 2022, the investing activities included total capital expenditures of $145 million, $149 million and $157 million.
Cash Flow Summary The following tables present the Company’s total operating, investing and financing activity cash flows for the three years ended December 31 (in millions): 2025 2024 2023 Net cash provided by operating activities $ 891 $ 1,250 $ 999 Net cash used in investing activities (1) (173 ) (102 ) (173 ) Net cash used in financing activities (582 ) (1,151 ) (899 ) Net increase (decrease) in cash, cash equivalents and restricted cash $ 136 $ (3 ) $ (73 ) Cash paid for interest $ 372 $ 431 $ 437 Income taxes paid, net of refunds (2) $ 208 $ 254 $ 169 (1) In 2025, 2024 and 2023, the investing activities included total capital expenditures of $148 million, $145 million and $149 million.
For the year ended December 31, 2024, our pension plans’ net periodic benefit credit was $27 million.
For the year ended December 31, 2025, our pension plans’ net periodic benefit credit was $30 million.
As of December 31, (dollars in millions) 2024 2023 Nexstar senior secured credit facility $ 3,479 $ 3,804 Mission senior secured credit facility 352 354 5.625% Notes, due July 2027 1,714 1,714 4.75% Notes, due November 2028 1,000 1,000 Total outstanding principal 6,545 6,872 Less: Unamortized financing costs, discounts and premium, net (22 ) (35 ) Total outstanding debt $ 6,523 $ 6,837 Unused revolving loan commitments under senior secured credit facilities (1) $ 545 $ 544 (1) Based on the covenant calculations as of December 31, 2024, all of the $531 million (net of outstanding standby letters of credit of $19 million) and $14 million unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities were available for borrowing.
As of December 31, ($ in millions) 2025 2024 Nexstar senior secured credit facility $ 3,298 $ 3,479 Mission senior secured credit facility 349 352 5.625% Notes, due July 2027 1,714 1,714 4.75% Notes, due November 2028 1,000 1,000 Total outstanding principal 6,361 6,545 Less: Unamortized financing costs, discounts and premium, net (28 ) (22 ) Total outstanding debt $ 6,333 $ 6,523 Unused revolving loan commitments under senior secured credit facilities (1) $ 600 $ 545 (1) Based on the covenant calculations as of December 31, 2025, all of the $586 million (net of outstanding standby letters of credit of $20 million) and $14 million unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities were available for borrowing.
An impairment is recorded when the carrying value of an FCC license exceeds its fair value. 44 We test our definite-lived intangible assets and other long-lived assets to be held and used for impairment whenever events or circumstances indicate that their carrying amount may not be recoverable, relying on certain factors including operating results, business plans, economic projections and anticipated future cash flows.
We test our definite-lived intangible assets and other long-lived assets to be held and used for impairment whenever events or circumstances indicate that their carrying amount may not be recoverable, relying on certain factors including operating results, business plans, economic projections and anticipated future cash flows.
Summarized Balance Sheet Information for the Obligor Group as of December 31 (in millions): December 31, 2024 December 31, 2023 Current assets – external (1) $ 1,149 $ 1,246 Current assets – due from consolidated entities outside of Obligor Group 11 7 Total current assets $ 1,160 $ 1,253 Noncurrent assets – external (1)(2) 9,066 9,429 Noncurrent assets – due from consolidated entities outside of Obligor Group 74 75 Total noncurrent assets $ 9,140 $ 9,504 Total current liabilities (1) $ 685 $ 818 Total noncurrent liabilities (1) $ 8,387 $ 8,775 Noncontrolling interests $ - $ - (1) Excludes the assets and liabilities of The CW as it is not a guarantor of the 4.75% Notes, due November 2028 and 5.625% Notes, due July 2027.
Summarized Balance Sheet Information for the Obligor Group as of December 31 (in millions): 39 2025 2024 Current assets – external (1) $ 1,337 $ 1,149 Current assets – due from consolidated entities outside of Obligor Group 10 11 Total current assets $ 1,347 $ 1,160 Noncurrent assets – external (1)(2) 8,759 9,066 Noncurrent assets – due from consolidated entities outside of Obligor Group 72 74 Total noncurrent assets $ 8,831 $ 9,140 Total current liabilities (1) $ 652 $ 685 Total noncurrent liabilities (1) $ 8,039 $ 8,387 Noncontrolling interests $ - $ - (1) Excludes the assets and liabilities of The CW as it is not a guarantor of the 4.75% Notes, due November 2028 and 5.625% Notes, due July 2027.
(2) In 2024, income taxes paid, net of refunds, includes $11 million in tax payments related to a gain from disposal of an investment. In 2022, income taxes paid, net of refunds, includes $48 million in tax payments related to various sales of real estate properties.
(2) In 2024, income taxes paid, net of refunds, includes $11 million in tax payments related to a gain from disposal of an investment.
The fair value estimate is management’s estimate based on a valuation report prepared by a third-party valuation firm who used a combination of an income approach, which employs a discounted cash flow model, and a market approach, which considers earnings multiples of comparable publicly traded businesses and comparable market transactions.
We estimated the reporting unit’s fair value based on a valuation report prepared by a third-party valuation firm who used a combination of an income approach, which employs a discounted cash flow model, and a market approach, which based the valuation on earnings multiples of comparable publicly traded digital media businesses and market net revenue multiples of comparable digital media transactions.
The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the carrying amounts of FCC licenses with their fair values, using the Greenfield Method of discounted cash flow analysis.
The quantitative impairment test for FCC licenses consists of a market-by-market 41 comparison of the carrying amounts of FCC licenses with their fair values, using the Greenfield Method of discounted cash flow analysis. An impairment is recorded when the carrying value of an FCC license exceeds its fair value.
Any future adverse economic conditions, including those resulting from heightened and sustained inflation and higher interest rates, could adversely affect our future operating results and cash flows and may cause us to seek alternative sources of funding, including accessing capital markets, subject to market conditions.
Any future adverse economic conditions, including those resulting from sustained inflation and high interest rates, could adversely affect our future operating results and cash flows and may cause us to seek alternative sources of funding, including accessing capital markets, subject to market conditions. Such alternative sources of funding may not be available on commercially reasonable terms or at all.
This was primarily due to the prepayment of Term Loan B of $203 million, a $43 million decrease in contributions from noncontrolling interests and a $28 million increase in common stock dividends paid, offset in part by a lower cash paid for shares withheld for taxes of $16 million.
Net cash flows used in financing activities increased by $252 million in 2024 compared to 2023, mainly due to the $203 million prepayment of Term Loan B, a $43 million decrease in contributions from noncontrolling interests, and a $28 million increase in common stock dividends paid, offset in part by $16 million lower cash paid for shares withheld for taxes.
For investments acquired in a business combination, the cost is the estimated fair value allocated to the investment. We evaluate our equity method investments for other-than temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.
We evaluate our equity method investments for other-than-temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. If the fair value of the investment is below the carrying value, an impairment charge is recorded.
Based on our estimate of undiscounted future pre-tax cash flows expected to result from the use and eventual disposition of these assets, the Company determined that the carrying amounts are recoverable.
Based on our estimate of undiscounted future pre-tax cash flows expected to result from the use and eventual disposition of these assets, the Company determined that the carrying amounts are recoverable. No other events or circumstances were noted in 2025 that would indicate impairment.
The dividend was paid on February 26, 2025 to stockholders of record on February 12, 2025. 40 Long-term debt As of December 31, 2024, the Company had total outstanding debt of $6.5 billion, net of unamortized financing costs, discounts and premium, which represented 74.3% of the Company’s combined capitalization.
The dividend is payable on February 27, 2026 to stockholders of record on February 13, 2026. Long-term debt As of December 31, 2025, the Company had total outstanding debt of $6.3 billion, net of unamortized financing costs, discounts and premium, which represented 75.4% of the Company’s combined capitalization.
In 2024, we recorded $24 million of goodwill impairment of a digital business. In 2023, we recorded $35 million of goodwill and intangible assets impairment of a digital business which resulted no remaining goodwill balance as of December 31, 2023. These charges resulted from our annual impairment review of assets in the fourth quarter of each year.
In 2023, we recorded $35 million of goodwill and intangible assets impairment attributable to a separate digital business unit. These charges resulted from our annual impairment review of assets in the fourth quarter of each year.
While we have considered future taxable income in assessing the need for a valuation allowance, in the event that we were to determine that we would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the valuation allowance would be charged to income in the period such a determination was made. 46 We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities.
While we have considered future taxable income in assessing the need for a valuation allowance, in the event that we were to determine that we would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the valuation allowance would be charged to income in the period such a determination was made.
Therefore, these VIEs are consolidated into these financial statements. 43 Valuation of Goodwill and Intangible Assets Intangible assets represented $7.7 billion, or 67.1%, of our total assets as of December 31, 2024. Intangible assets consist primarily of goodwill, indefinite-lived intangible assets (such as FCC licenses), and definite-lived intangible assets (such as network affiliation agreements).
Valuation of Goodwill and Intangible Assets Intangible assets represented $7.4 billion, or 68.7%, of our total assets as of December 31, 2025. Intangible assets consist primarily of goodwill, indefinite-lived intangible assets (such as FCC licenses), and definite-lived intangible assets (such as network affiliation agreements).
We believe the Company will be able to maintain compliance with all covenants contained in the credit agreements governing its senior secured facilities and the indentures governing Nexstar’s 5.625% Notes, due July 2027 and Nexstar’s 4.75% Notes, due November 2028 for a period of at least the next 12 months as of the filing date of this Annual Report on Form 10-K. 41 Off-Balance Sheet Arrangements As of December 31, 2024, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or VIEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
We believe the Company will be able to maintain compliance with all covenants contained in the credit agreements governing its senior secured facilities and the indentures governing Nexstar’s 5.625% Notes, due July 2027 and Nexstar’s 4.75% Notes, due November 2028 for a period of at least the next 12 months as of the filing date of this Annual Report on Form 10-K.
As of the date of filing this Annual Report on Form 10-K, the remaining available amount under the share repurchase authorization was $1.5 billion. On January 29, 2025, our board of directors approved a 10% increase in the quarterly cash dividend to $1.86 per share of our common stock beginning with the dividend declared for the first quarter of 2025.
As of December 31, 2025, the remaining available amount under the share repurchase authorization was $1.4 billion. No shares were repurchased from that date through the filing of this Annual Report on Form 10-K. On January 30, 2026, our board of directors declared a quarterly cash dividend of $1.86 per share of its common stock.
The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information.
The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. 43 The estimate of the Company’s tax liabilities relating to uncertain tax positions requires management to assess uncertainties and to make judgments about the application of complex tax laws and regulations.
This was primarily due to the proceeds received from the disposal of an investment in connection with BMI’s sale to New Mountain Capital of $40 million and a decrease in uses of cash from payment of acquisitions of $38 million.
Net cash flows used in investing activities decreased by $71 million in 2024 compared to 2023, mainly due to $40 million proceeds received from the disposal of an investment in connection with BMI’s sale to New Mountain Capital and a $38 million decrease in cash used for acquisitions.
Advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. 34 Historical Performance Results of Operations The following table sets forth a summary of the Company’s operations for the years ended December 31 (dollars in millions), and each component of operating expense as a percentage of net revenue: Years Ended December 31, % Change 2024 2023 2022 2024 vs 2023 2023 vs 2022 Net revenue: Distribution $ 2,928 $ 2,727 $ 2,571 7.4 6.1 Advertising 2,415 2,121 2,589 13.9 (18.1 ) Other 64 85 51 (24.7 ) 66.7 Net revenue 5,407 4,933 5,211 9.6 (5.3 ) Operating expenses: Direct operating 2,221 2,153 2,005 3.2 7.4 Selling, general and administrative 1,088 1,098 1,098 (0.9 ) 0.0 Depreciation and amortization 808 941 662 (14.1 ) 42.1 Goodwill and long-lived asset impairments 24 35 133 (31.4 ) (73.7 ) Other (2 ) (2 ) 1 NM NM Total operating expenses 4,139 4,225 3,899 (2.0 ) 8.4 Income from operations 1,268 708 1,312 79.1 (46.0 ) Gain on bargain purchase - - 56 Income from equity method investments, net 70 104 153 Interest expense, net (444 ) (447 ) (337 ) Pension and other postretirement plans credit, net 27 36 43 Gain on disposal of an investment 40 - - Other expenses, net (2 ) - (10 ) Income before income taxes 959 401 1,217 Income tax expense (276 ) (131 ) (274 ) Net income 683 270 943 Net loss attributable to noncontrolling interests 39 76 28 Net income attributable to Nexstar Media Group, Inc. $ 722 $ 346 $ 971 NM = Not Meaningful 35 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The Company’s revenues increased 9.6% for the year ended December 31, 2024, compared to the same period in 2023, primarily due to higher revenues from political advertising and distribution, partially offset by lower revenue from non-political advertising.
The FCC could reinstitute earlier television ownership restrictions or impose other limitations in these or any future reviews. 33 Historical Performance Results of Operations The following table sets forth the Company’s operating results: Years Ended December 31, % Change 2025 2024 2023 2025 vs 2024 2024 vs 2023 Net revenue: Distribution $ 2,924 $ 2,928 $ 2,727 (0.1 ) 7.4 Advertising 1,959 2,415 2,121 (18.9 ) 13.9 Other 66 64 85 3.1 (24.7 ) Net revenue 4,949 5,407 4,933 (8.5 ) 9.6 Operating expenses: Direct operating 2,235 2,221 2,153 0.6 3.2 Selling, general and administrative 1,063 1,088 1,098 (2.3 ) (0.9 ) Amortization of broadcast rights 314 324 453 (3.1 ) (28.5 ) Depreciation and amortization of intangible assets 471 484 488 (2.7 ) (0.8 ) Goodwill and long-lived asset impairments 14 24 35 (41.7 ) (31.4 ) Other 3 (2 ) (2 ) NM NM Total operating expenses 4,100 4,139 4,225 (0.9 ) (2.0 ) Income from operations 849 1,268 708 (33.0 ) 79.1 Income from equity method investments, net (excluding impairment) 30 70 104 Impairment of an equity method investment (381 ) - - Interest expense, net (379 ) (444 ) (447 ) Pension and other postretirement plans credit, net 31 27 36 Gain on disposal of an investment - 40 - Other expenses, net - (2 ) - Income before income taxes 150 959 401 Income tax expense (67 ) (276 ) (131 ) Net income 83 683 270 Net loss attributable to noncontrolling interests 26 39 76 Net income attributable to Nexstar Media Group, Inc. $ 109 $ 722 $ 346 NM = Not Meaningful 34 Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The Company’s revenues decreased 8.5% for the year ended December 31, 2025, compared to the same period in 2024, primarily due to lower revenues from advertising.
As of December 31, 2023, this reporting unit has no remaining book value of goodwill and definite-lived intangible assets. Our quantitative goodwill impairment tests are sensitive to changes in key assumptions used in our analysis.
As of December 31, 2025, the remaining goodwill of this reporting unit was $31 million. The likelihood of a material impairment is mitigated by the reduced book value of remaining goodwill. Our quantitative goodwill impairment tests are sensitive to changes in key assumptions used in our analysis.
No other events or circumstances were noted in 2024 that would indicate impairment. 45 Valuation of Investments We account for investments in which we own at least 20% of an investee’s voting securities or we have significant influence over an investee under the equity method of accounting. We record equity method investments at cost.
Valuation of Investments We account for investments in which we own at least 20% of an investee’s voting securities or we have significant influence over an investee under the equity method of accounting. We record equity method investments at cost. For investments acquired in a business combination, the cost is the estimated fair value allocated to the investment.
Certain contractual obligations are recorded on the Consolidated Balance Sheet as of December 31, 2024, while others are considered future commitments.
Material Cash Requirements The Company is a party to many contractual obligations involving commitments to make payments to third parties. Certain contractual obligations are recorded on the Consolidated Balance Sheet as of December 31, 2025, while others are considered future commitments.
The following summarizes the Company’s contractual obligations as of December 31, 2024, and the effect such obligations are expected to have on the Company’s short-term and long-term liquidity and capital resource needs (in millions): Payments Due by Period Total 2025 2026 - 2027 2028 - 2029 Thereafter Recorded contractual obligations: Nexstar senior secured credit facility $ 3,479 $ 121 $ 3,358 $ - $ - Mission senior secured credit facility 352 3 68 281 - 5.625% senior unsecured notes due 2027 1,714 - 1,714 - - 4.75% senior unsecured notes due 2028 1,000 - - 1,000 - Operating lease obligations 359 49 89 76 145 Finance lease obligations 20 2 4 4 10 Broadcast rights current cash commitments (1) 113 97 15 1 - Other (2)(3) 15 14 1 - - Unrecorded contractual obligations: Network affiliation agreements (4) 1,616 950 665 1 - Cash interest on debt (5) 1,088 424 616 48 - Executive employee contracts (6) 105 58 47 - - Broadcast rights future cash commitments (7) 1,127 238 338 293 258 Other 174 61 99 8 6 $ 11,162 $ 2,017 $ 7,014 $ 1,712 $ 419 (1) Future minimum payments for license agreements for which the license period has begun and liabilities have been recorded.
The following summarizes the Company’s contractual obligations as of December 31, 2025, and the effect such obligations are expected to have on the Company’s short-term and long-term liquidity and capital resource needs (in millions): Payments Due by Period Total 2026 2027 - 2028 2029 - 2030 Thereafter Recorded contractual obligations: Nexstar senior secured credit facility $ 3,298 $ 108 $ 217 $ 1,741 $ 1,232 Mission senior secured credit facility 349 3 284 62 - 5.625% senior unsecured notes due 2027 1,714 - 1,714 - - 4.75% senior unsecured notes due 2028 1,000 - 1,000 - - Operating lease obligations 345 53 93 79 120 Broadcast rights current cash commitments (1) 68 48 17 3 - Other (2)(3) 42 13 17 4 8 Unrecorded contractual obligations: Network affiliation agreements (4) 806 662 144 - - Cash interest on debt (5) 1,325 360 542 305 118 Executive employee contracts (6) 100 54 45 1 - Broadcast rights future cash commitments (7) 1,008 237 341 299 131 Other 113 68 44 1 - $ 10,168 $ 1,606 $ 4,458 $ 2,495 $ 1,609 (1) Future minimum payments for license agreements for which the license period has begun and liabilities have been recorded.
These unconsolidated investees do not guarantee the 4.75% Notes, due November 2028 and 5.625% Notes, due July 2027.
(2) Excludes Issuer’s equity investments of $396 million and $877 million as of December 31, 2025 and 2024, respectively, in unconsolidated investees. These unconsolidated investees do not guarantee the 4.75% Notes, due November 2028 and 5.625% Notes, due July 2027.
For additional information on equity investments, refer to Note 6 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K for additional information. 42 Summarized Statements of Operations Information for the Obligor Group (in millions): Year Ended December 31, 2024 Net revenue – external $ 5,207 Net revenue – from consolidated entities outside of Obligor Group 16 Total net revenue 5,223 Costs and expenses – external 3,746 Costs and expenses – to consolidated entities outside of Obligor Group 62 Total costs and expenses 3,808 Income from operations $ 1,415 Net income $ 756 Net income attributable to Obligor Group $ 756 Income from equity method investments, net $ 70 Critical Accounting Estimates Our Consolidated Financial Statements have been prepared in accordance with U.S.
Summarized Statements of Operations Information for the Obligor Group (in millions): Year Ended December 31, 2025 Net revenue – external $ 4,741 Net revenue – from consolidated entities outside of Obligor Group 16 Total net revenue 4,757 Costs and expenses – external 3,734 Costs and expenses – to consolidated entities outside of Obligor Group 72 Total costs and expenses 3,806 Income from operations $ 951 Net income $ 534 Net income attributable to Obligor Group $ 534 Income from equity method investments, net (excluding impairment) $ 30 Critical Accounting Estimates Our Consolidated Financial Statements have been prepared in accordance with U.S.
A large percentage of the costs involved in our operations is relatively fixed. Regulatory Developments As a television broadcaster, the Company is highly regulated, and its operations require that it retain or renew a variety of government approvals and comply with changing federal regulations. On April 1, 2021, the U.S.
See Note 1 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K for additional information. Regulatory Developments As a television broadcaster, the Company is highly regulated, and its operations require that it retain or renew a variety of government approvals and comply with changing federal regulations.
In the fourth quarter of 2024, using the qualitative impairment test, the Company performed its annual impairment assessment on goodwill attributable to its aggregated television stations reporting unit. Based on the results of such qualitative impairment tests, the Company concluded that it was more likely than not that the reporting unit’s fair value would sufficiently exceed the related carrying amount.
Based on the results of such qualitative impairment tests, the Company concluded that it was more likely than not that the reporting unit’s fair value would sufficiently exceed the related carrying amount. With respect to goodwill allocated to a digital reporting unit, the Company elected to perform quantitative impairment tests due to recent performance and uncertain economic conditions.
While these restrictions are no longer in effect, the FCC’s 2022 quadrennial media ownership review and an FCC proceeding to review the current national limit on television ownership are currently pending. The FCC could reinstitute its earlier restrictions or impose other limitations in these or any future reviews.
Moreover, the FCC’s 2022 quadrennial media ownership review and an FCC proceeding to review the current national limit on television ownership are currently pending.
The likelihood of a material impairment is mitigated by the maturity of the network and its significant contractual distribution revenue. With respect to the digital reporting unit, the Company’s assessment indicated that its fair value was less than its carrying amount, therefore the Company recorded a goodwill impairment of $24 million.
The Company’s assessment indicated that its fair value was less than its carrying amount, therefore the Company recorded a goodwill impairment of $14 million.
This is partially offset by provision to return and other reserve adjustments which resulted in a 1.6% increase in the effective tax rate. 36 Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The Company’s revenues decreased 5.3% for the year ended December 31, 2023, compared to the same period in 2022, primarily due to lower revenue from political and non-political advertising, partially offset by higher revenues from distribution and incremental revenues from the acquisition of The CW on September 30, 2022.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The Company’s revenues increased 9.6% for the year ended December 31, 2024, compared to the same period in 2023, primarily due to higher revenues from political advertising and distribution, partially offset by lower revenue from non-political advertising.
Also, changes in the valuation allowance resulted in an incremental income tax expense of $15 million, or a 2.9% increase to the effective tax rate in 2023. Liquidity and Capital Resources The Company is leveraged, which makes it vulnerable to changes in general economic conditions.
This was partially offset by provision to return and other reserve adjustments which resulted in a 1.6% increase in the effective tax rate. Liquidity and Capital Resources The Company is leveraged, which makes it vulnerable to changes in general economic conditions.
Such alternative sources of funding may not be available on commercially reasonable terms or at all. Our credit agreement contains a covenant which requires us to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the Company’s combined results.
The Nexstar credit agreement contains a covenant which requires us to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00.
Our digital assets include 138 local websites and 229 mobile applications across local stations, NewsNation and The Hill.
Our digital assets include 125 local websites and 229 mobile applications across local stations, NewsNation and The Hill. The portfolio also includes 110 CTV applications and three FAST channels from The CW and The Hill. The Company generates revenue primarily from distribution and advertising.
The estimate of the Company’s tax liabilities relating to uncertain tax positions requires management to assess uncertainties and to make judgments about the application of complex tax laws and regulations. We recognize interest and penalties relating to income taxes as components of income tax expense.
We recognize interest and penalties relating to income taxes as components of income tax expense.
As of December 31, 2024 2023 Cash, cash equivalents and restricted cash $ 144 $ 147 Cash Flows—Operating Activities Net cash provided by operating activities increased by $251 million during the year ended December 31, 2024 compared to the same period in 2023.
As of December 31, 2025 2024 Cash, cash equivalents and restricted cash $ 280 $ 144 Cash Flows—Operating Activities Net cash provided by operating activities decreased by $359 million in 2025 compared to 2024, primarily due to lower net income and changes in operating assets and liabilities primarily reflecting timing of receipts and payments.
On September 30, 2022, Nexstar acquired a 75.0% ownership interest in The CW (see Note 3, “Acquisitions” to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K for additional information). (2) Excludes Issuer’s equity investments of $877 million and $958 million as of December 31, 2024 and 2023, respectively, in unconsolidated investees.
Nexstar also received committed financing from a group of commercial banks to fund the Merger with TEGNA and related transactions. See Note 1 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K for additional information.
Because of the scale of Nexstar, we typically have a presence in the substantial majority of markets with competitive political races. Our primary operating expenses include third-party programming, news programming, production and promotion, sales, digital cost of goods sold and content creation costs, and other administrative and corporate expenses.
Our principal operating expenses include third-party programming, news production, promotion, sales, digital cost of goods sold, content creation, and other administrative and corporate costs. 32 For additional information, see Item 1. “Business” and Item 1A. “Risk Factors.” Merger Agreement with TEGNA On August 18, 2025, we entered into a definitive Merger Agreement to acquire the outstanding equity of TEGNA.
Income from equity method investments, net decreased by $49 million primarily due to a decrease in net income of TV Food Network, our largest equity method investment. TV Food Network’s net income decreased primarily due to a decrease in its advertising revenue driven by a weaker advertising market.
Income from equity method investments, net (excluding impairment) decreased by $40 million, primarily due to decline in TV Food Network’s net income resulting from lower revenue. Additional information regarding our investment in TV Food Network is provided in Note 6 to Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
The portfolio also includes eight connected television applications and three FAST channels from The CW and The Hill. 33 The largest portion of operating revenue of the Company is derived from distribution revenue, which relates to retransmission of Company stations’ signals and the carriage of our cable and broadcast networks by cable, satellite and other MVPDs and vMVPDs and, in the case of The CW, its local affiliates.
Distribution revenue consists of fees received for the retransmission of our stations’ signals and for the carriage of our cable and broadcast networks by cable, satellite, and other MVPDs, vMVPDs, and direct-to-consumer OTT services.
Removed
Executive Summary 2024 Highlights • Achieved a record $5.4 billion net revenue. • Returned approximately $820 million of capital to shareholders through repurchases of common stock of $601 million and dividends of $219 million, funded by cash on hand, and announced a $1.5 billion increase to our share repurchase authorization. • Reduced our debt by $327 million, funded by cash on hand. • Renewed affiliation agreements with CBS and with NBC. • Expanded NewsNation news programming to 24 hours per day, 7 days per week. • Achieved our near-term target of reaching over 50% of U.S. television households with an ATSC 3.0, or NextGen TV, signal from a Nexstar or partner owned or operated station.
Added
Executive Summary 2025 Highlights • 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.
Removed
For the year ended December 31, 2024, the Company’s distribution revenue represented 54.1% of total net revenue. Distributors generally pay for retransmission rights of local stations and for carriage of our NewsNation on a per subscriber basis.
Added
The transaction is subject to regulatory approvals and is anticipated to close by the second half of 2026. • Returned approximately $351 million of capital to shareholders through repurchases of common stock and dividends. • Renewed distribution agreements in the fourth quarter, covering more than 60% of our subscriber base. • Acquired the assets of WBNX-TV, an independent full power television station serving the Cleveland, OH market for a $22 million cash purchase price.
Removed
Distribution revenue is affected positively or negatively by the rate of growth or decline of subscribers and the growth in the per subscriber fee due to contract renegotiations or annual escalators in existing contracts.
Added
On September 1, 2025, the station became affiliated with The CW. • Completed the refinancing of senior secured credit facilities on June 27, 2025, reducing the interest margin, increasing capacity under our revolver, and extending the maturities. During 2025, the Company repaid $185 million of its debt.
Removed
We also generate distribution revenues from the affiliation fees that CW’s third-party local station affiliates pay to the network and from programmers who use our spectrum in selected local markets to air their content on our multicast streams. We also generate revenue from television advertising.
Added
Advertising revenue is derived from the sale of local and national advertising across our stations, networks, websites, apps, and other digital platforms, including through third‑party media partners. In even-numbered years, we also earn significant political advertising revenue from candidates, political action committees, political parties, and interest groups.
Removed
For the year ended December 31, 2024, the Company generated 44.7% of its net revenue from advertising. Advertisers typically pay for advertising on our television and digital assets based on the number of impressions our programming or digital content delivers.
Added
TEGNA owns and operates 64 television stations and two radio stations in 51 DMAs in the U.S. The Merger is anticipated to close by the second half of 2026. Upon closing, the Merger is expected to increase our operational and geographic diversity and scale, enhance our presence in various localities and extend our footprint to additional areas experiencing contested elections.
Removed
As a result, our advertising is affected by a number of factors, including the size and demographics of the audience viewing our programming and digital content, economic conditions, demand for advertising and our sales effort. We also generate digital advertising revenue from the sale of advertising on third-party sites and other local and national services.
Added
Pursuant to the Merger Agreement, we will acquire TEGNA’s outstanding equity for a cash payment of $22 per share. The transaction is valued at an estimated $6.2 billion, which includes the estimated purchase price of $5.8 billion (comprising the Merger Consideration and the refinancing of certain existing TEGNA debt), financing fees and transaction costs and expenses.
Removed
In addition, digital advertising that is not directly sold to advertisers is sold via programmatic exchanges. Included in our advertising revenues is the impact of political advertising which, in even years, contributes a substantial amount to our total advertising revenue.
Added
On August 18, 2025, we entered into a debt commitment letter, which was subsequently amended and restated on September 11, 2025, pursuant to which a syndicate of financial institutions committed to provide debt financing up to a maximum of $5.725 billion to consummate the Merger, the refinancing of certain of TEGNA’s existing debt and related transactions.
Removed
For the years ended December 31, 2024 and 2022, the Company generated 20.3% and 19.5%, respectively, of our net advertising revenue from political advertising.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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The Consolidated Financial Statements and Supplementary Data are included in Part IV, Item 15(a) of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure None. 47
The Consolidated Financial Statements and Supplementary Data are included in Part IV, Item 15(a) of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure None.
A decrease in each of SOFR by 100 basis points would decrease our annual interest expense and increase our cash flow from operations by $38 million (excluding tax effects). Our 5.625% Notes due July 2027 and 4.75% Notes due November 2028 are fixed rate debt obligations and therefore are not exposed to market interest rate changes.
A decrease in each of SOFR by 100 basis points would decrease our annual interest expense and increase our cash flow from operations by $36 million (excluding tax effects). Our 5.625% Notes due July 2027 and 4.75% Notes due November 2028 are fixed rate debt obligations and therefore are not exposed to market interest rate changes.
As of December 31, 2024, the Company has no financial instruments in place to hedge against changes in the benchmark interest rates on its senior secured credit facilities. Item 8. Financial Statemen ts and Supplementary Data Our Consolidated Financial Statements are filed with this report.
As of December 31, 2025, the Company has no financial instruments in place to hedge against changes in the benchmark interest rates on its senior secured credit facilities. Item 8. Financial Statemen ts and Supplementary Data Our Consolidated Financial Statements are filed with this report.
The term loan borrowings under the Company’s senior secured credit facilities bear interest at rates ranging from 5.88% to 6.88% as of December 31, 2024, which represent (i) the base rate, the SOFR plus (ii) a credit spread adjustment, and (iii) the applicable margin, as defined. Interest is payable in accordance with the credit agreements.
The term loan borrowings under the Company’s senior secured credit facilities bear interest at rates ranging from 5.20% to 6.20% as of December 31, 2025, which represent (i) the base rate, the SOFR plus (ii) a credit spread adjustment, and (iii) the applicable margin, as defined. Interest is payable in accordance with the credit agreements.
Based on the outstanding balances of the Company’s senior secured credit facilities (term loans and revolving loans) as of December 31, 2024, an increase in each of SOFR by 100 basis points would increase our annual interest expense and decrease our cash flow from operations by $38 million (excluding tax effects).
Based on the outstanding balances of the Company’s senior secured credit facilities (term loans and revolving loans) as of December 31, 2025, an increase in each of SOFR by 100 basis points would increase our annual interest expense and decrease our cash flow from operations by $36 million (excluding tax effects).

Other NXST 10-K year-over-year comparisons