NXST 10-K & 10-Q changes, risk factors and insider trading

Our distribution revenues and operating results may be adversely affected by, among other factors, declining MVPD subscribers andsubscribers, 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 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;

We may be required to cease certain station operations if the FCC denies renewal of any of our station licenses.licenses;

Future impairment charges to goodwill and intangible assets could adversely affect our operating results;

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.

Our distribution revenues and operating results may be adversely affected by, among other factors, declining MVPD subscribers andsubscribers, 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.

A significant portion of our revenue comes from itsour 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. If we are unable to renegotiate these agreements on favorable terms, or at all, the failure to do so could have an adverse effect on our business, financial condition, and results of operations. In addition, occasionally these negotiations result in a temporary removal of our stations from the distributor’s service, which disruption could have an adverse effect on our operating results.

Though we are typically able to renegotiate our retransmission consent agreements on favorable terms, the payments due to us under these agreements are customarily based on a price per subscriber of the applicable distributor. In the past several years, the number of subscribers to MVPDs has declined as the growth of direct internet streaming of video programming to televisions and mobile devices has led consumers to discontinue their cable or satellite service subscriptions. 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. Also, refer to “Risks Related to Our Industry—Intense competition in the television industry and alternative forms of media could limit our growth and profitability.”

Our affiliation agreements with the Big 4 broadcast networks (ABC, CBS, NBC and FOX) include terms that limit our ability to grant retransmission consent rights to vMVPDs and other service providers that provide video streaming to consumers. As a result, the Big 4 networks generally negotiate directly with vMVPDs for carriage of their local affiliate stations, including certain of our stations. TheIf a network is unable to renegotiate these agreements and the failure to do so could have an adverse effect on our business, financial condition, and results of operations. In addition, occasionally these negotiations result in a temporary removal of our stations from the distributor’s service, which disruption could have an adverse effect on our operating results. 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.

Due to the quality of the programming provided by the networks, stations that are affiliated with a network generally have higher ratings than unaffiliated independent stations in the same market. As a result, it is important for stations to maintain their network affiliations. All but threetwo 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. In order to renew certain of our affiliation agreements, we may be required to make increased payments to the networks and to accept other modifications of existing affiliation agreements. 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. In addition, a loss of a specific network affiliation for a station may affect our retransmission consent payments, resulting in us receiving less retransmission consent fees. Further, some of our network affiliation agreements are subject to earlier termination by the networks under specified circumstances. For more information regarding these network affiliation agreements, see Item 1, “Business—Stations—Network Affiliations.”

During the years ended December 31, 2024,2025, 20232024 and 2022,2023, 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, and 10% and 11% for 2022, of our consolidated net revenues. The loss of or disruption in our relationship with one or more of our major customers could have a material adverse effect on our business, operating results, or financial condition. In addition, any consolidation of our customers could reduce the number of customers to whom our services could be sold and increase our revenue concentration.

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.

We derive a significant amount of our revenue from the sale of television and digital advertising. 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. Because businesses generally reduce their advertising budgets during economic recessions or downturns, our reliance upon advertising revenue makes our operating results susceptible to prevailing economic conditions. In addition, our programming may not attract sufficient targeted viewership, and we may not achieve favorable ratings. Our ratings depend partly upon unpredictable and volatile factors beyond our control, such as viewer preferences, competing programming and the availability of other entertainment activities. A shift in viewer preferences could cause our programming not to gain popularity or to decline in popularity, which could cause our advertising revenue to decline. Further, we and the programming providers upon which we rely may not be able to anticipate, and effectively react to, shifts in viewer tastes and interests in our markets.

As of December 31, 2024,2025, we had $6.5$6.3 billion of debt, which represented 74.3%75.4% of total capitalization. Of our $6.5$6.3 billion of debt, $3.8$3.6 billion is floating rate debt for which we pay interest based on a spread to current Secured Overnight Financing Rate (“SOFR”). An increase in SOFR will increase our interest expense, reducing the amount of cash flow from operations we have available to reinvest in itsour operations, make acquisitions or return to shareholders. Our high level of debt could have other important consequences for itsour 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 itsour 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. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Material Cash Requirements” for disclosure of the approximate aggregate amount of principal indebtedness scheduled to mature.

The terms of our debt instruments contain various maintenance or other restrictive covenants customary for arrangements of these types. The restrictive covenants restrict our ability to, among other things: incur additional debt and issue preferred stock; pay dividends and make other distributions; make investments and other restricted payments; make acquisitions; merge, consolidate or transfer all or substantially all of our assets; enter into sale and leaseback transactions; create liens; sell assets or stock of our subsidiaries; and enter into transactions with affiliates. Our senior secured credit facility requires us to maintain or meet certain financial ratios, including a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. Pursuant to the Nexstar credit agreement, this covenant ratio, at Nexstar’s election, will increase to 4.75:1.00 with respect to the last day of the fiscal quarter during which a Material Transaction (as defined therein) shall have been consummated and the last day of each of the immediately following three consecutive fiscal quarters; provided that no more than two such elections will be made over the life of the facility. Future financing agreements may contain similar, or even more restrictive, provisions and covenants. Because of these restrictions and covenants, management’s ability to operate our business at its discretion is limited, and we may be unable to compete effectively, pursue acquisitions or take advantage of new business opportunities, any of which could harm our business.

Our ability to service our debt depends on our ability to generate the necessary cash flow. Generation of the necessary cash flow is partially subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that itsour 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. If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. Additional financing may not be available in sufficient amounts, at times or on terms acceptable to us, or at all. If we are unable to meet our debt service obligations, our lenders may determine to stop making loans to us, and/or our lenders or other holders of our debt could accelerate and declare due all outstanding obligations under the respective agreements, all of which could have a material adverse effect on us.

Our television stations operate pursuant to FCC licenses that are ordinarily issued for eight-year terms and are renewable upon application. 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. While a majority of renewal applications are routinely granted under this standard, if we fail to meet this standard the FCC may condition or shorten renewal or, in a worst case, deny a station’s license renewal application, resulting in termination of the station’s authority to broadcast. The Company expects the FCC to grant pending and future renewal applications for its stations in due course but cannot provide any assurances that the FCC will do so. See Item 1, “Business—Federal Regulation.”

We believe that our success depends upon our ability to retain the services of Perry A. Sook, our founder and Chief Executive Officer. Mr. Sook has been instrumental in determining our strategic direction and focus. The loss of Mr. Sook’s services could adversely affect our ability to manage effectively our overall operations and successfully execute current or future business strategies. PursuantOn toOctober his28, executive2025, employmentwe agreement,extended Mr. SookSook’s continues to serveappointment as our Chief Executive Officer effective April 1, 2026, through March 31, 2026,2029, withfollowed by automatic renewal for successive one-year periods.

In compliance with FCC regulations, the VIEs maintain complete responsibility for and control over programming, finances and personnel for their respective stations. As a result, the VIEs’ boards of directors and officers can make decisions with which we disagree and which could reduce the cash flow generated by these stations and, as a consequence, the amounts we receive under our local service agreements with the VIEs.

Future impairment charges to goodwill and intangible assets could adversely affect our operating results.

As of December 31, 2024,2025, $7.7$7.4 billion, or 67.1%,68.7%, of our combined total assets consisted of goodwill, indefinite-lived intangible assets (FCC licenses) and definite-lived intangible assets (network affiliation agreements and other). We regularly test our goodwill and other intangible assets for impairment. If the carrying amount of goodwill and intangible assets is revised downward due to impairment, such non-cash charge could materially affect our financial position and results of operations. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates.”

While we believe our tax positions and reserves are reasonable, the resolutions of certain tax issues related to a past transaction of Tribune are unpredictable and could negatively impact our effective tax rate, net income or cash flows for the period or periods in question. 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 (formerlyf/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”). We may also be faced with tax liabilities as a result of the federal income tax audits of Tribune for taxable years 2014 and 2015.

On June 28, 2016, the Internal Revenue Service (“IRS”) issued Tribune a Notice of Deficiency which presented the IRS’s position that the gain with respect to the Chicago Cubs Transactions should have been included in Tribune’s 2009 taxable income. Accordingly, the IRS proposed a $182 million tax and a $73 million gross valuation misstatement penalty. 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, 20242025 would be approximately $232$271 million. In addition, if the IRS prevails in its position, under the tax rules for determining tax basis upon emergence from bankruptcy, the Company would be required to reduce its tax basis in certain assets. The reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs partnershipLLC 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).

On October 26, 2021, the Tax Court issued an opinion related to the Chicago Cubs Transactions, which held that Tribune’s structure was, in substantial part, in compliance with partnership provisions of the Code and, as a result, did not trigger the entire 2009 taxable gain proposed by the IRS. On October 19, 2022, the Tax Court entered the decision that there is no tax deficiency or penalty due in the 2009 tax year. On January 13, 2023, the IRS filed a notice of appeal to the U.S. Court of Appeals for the Seventh Circuit. On February 3, 2023, the Company filed a notice of cross-appeal. 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.the first half of 2026.

We have various funded, qualified non-contributory defined benefit retirement plans which cover certain employees and former employees. As of December 31, 2024,2025, the pension benefit obligations for these qualified retirement plans were $1.5 billion. The qualified retirement plans also had $1.4 billion in total net assets available, or underfunded by approximately $148$117 million, to pay benefits to participants enrolled in the plans as of December 31, 2024.2025. ThereNexstar werecontributed no$15 significant required contributionsmillion to Nexstar’sits qualified pension benefit plans in 2024.2025.

Our common stockholders are only entitled to receive the dividends declared by our board of directors. Our board of directors declared in 20242025 total cash dividends of $6.76$7.44 per share to the outstanding shares of our common stock (installments of $1.69$1.86 per share were paid each quarter to the applicable record date outstanding shares of common stock). In January 2025, our board of directors approved a 10% increase in the quarterly cash dividend to $1.86 per share beginning with the dividend declared in the first quarter of 2025. We expect to continue to pay quarterly cash dividends at the rate set forth in our current dividend policy. However, future cash dividends, if any, will be at the discretion of our board of directors and can be changed or discontinued at any time. Dividend determinations (including the amount of cash dividend, the record date and date of payment) will depend upon, among other things, our future operations and earnings, targeted future acquisitions, capital requirements and surplus, general financial condition, contractual restrictions and other factors as our board of directors may deem relevant. In addition, the Company’s senior secured credit facilities and the indentures governing our existing notes limit our ability to pay dividends. Given these considerations, our board of directors may increase or decrease the amount of the dividend at any time and may also decide to suspend or discontinue the payment of cash dividends in the future.

We use computers in substantially all aspects of our business operations. Such use exposes us to potential cyber incidents resulting from deliberate attacks or unintentional events. While we have not experienced cybersecurity incidents that materially impacted our operating results and financial condition, it is not uncommon for a company such as ours to be subjected to continuous attempted cyber-attacks or other malicious efforts to cause a cyber incident. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Increased remote work and the use of third-party services to enable remote work also impactsimpact the security of our systems, as well as our ability to protect against attacks and detect and respond to them quickly. The results of these incidents could include, but are not limited to, business interruption, disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, and litigation and reputational damage adversely affecting customer or investor confidence.

As a television broadcasting company, we face a significant level of competition, both directly and indirectly. We compete for our audience against other video services in addition to all the other leisure activities in which one could choose to engage rather than watch television. Many of our current and potential competitors have greater financial, marketing, programming and distribution resources than we do. The markets in which we operate are also in a constant state of change arising from, among other things, technological improvements and economic and regulatory developments. 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 systemssystems, 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. In recent years, demand for television advertising has been declining and demand for advertising in alternative media has been increasing, and we expect this trend to continue. We may not be able to compete effectively or adjust our business plans to meet changing market conditions.

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 appropriate substance and scope of its indecency enforcement policy; and the FCC has initiated reviews of the broadcast ownership rules. In addition, changes in FCC and Department of Justice / Federal Trade Commission rules and guidelines around owning or providing services to multiple stations in a local market, or other rules, could adversely impact us. The FCC also may decide to initiate other new rule-making proceedings on its own or in response to requests from outside parties, any of which might impact our business or operations. The U.S. Congress may also act to amend the Communications Act in a manner that could impact our stations and the stations we provide services to or the television broadcast industry in general. For more information about the regulations that we are subject to, see Item 1, “Business—Federal Regulation.”

As a result of our deemed controlling financial interests in the consolidated VIEs in accordance with U.S. GAAP, we consolidate the financial position, results of operations and cash flows of these VIEs as if they were wholly-ownedwholly owned entities. We believe this presentation is meaningful for understanding our financial performance. Refer to Note 2 to our Consolidated Financial Statements for a discussion of our determinations of VIE consolidation under the related authoritative guidance. The following discussion of our financial position and results of operations includes the consolidated VIEs’ financial position and results of operations.

Returned approximately $820$351 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.dividends.

As of JanuaryFebruary 31,26, 2025,2026, 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. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MNTV and other broadcast television networks.

Through various local service agreements, we provided sales, programming and other services to 37 full power television stations owned by independent third parties, of which 35 full power television stations are VIEs that are consolidated into our financial statements. See Note 2 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K for a discussion of the local service agreements we have with these independent third parties. We do not own the consolidated VIEs or their television stations. However, we are deemed under U.S. 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. In compliance with FCC regulations for all the parties, each of the consolidated VIEs maintains complete responsibility for and control over programming, finances and personnel for its stations.

As of December 31, 2024,2025, we also own aan 77.1%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. Our digital assets include 138125 local websites and 229 mobile applications across local stations, NewsNation and The Hill. The portfolio also includes eight110 connected televisionCTV applications and three FAST channels from The CW and The Hill.

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,January 2024, which more than offset MVPD subscriber attrition.

Advertising revenue increased by $294 million primarily due to an increase of $426 million in political advertising as 2024 iswas 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.

Amortization of broadcast rights wasdecreased $324 million for the year ended December 31, 2024 compared to $453 million for the same period in 2023, a decrease ofby $129 million, or 28.5%, primarily due to $117 million lower amortization of broadcast rights at The CW of $117 million to $259 million in 2024 from $376 million in 2023.

In 2024, we recorded a $24 million of goodwill impairment ofrelated to a digital business.business unit. In 2023, we recorded $35 million of goodwill and intangible assets impairment ofattributable to a separate digital business which resulted no remaining goodwill balance as of December 31, 2023.unit. These charges resulted from our annual impairment review of assets in the fourth quarter of each year.

The effective tax rates during the years ended December 31, 2024 and 2023 were 28.8% and 32.7%, respectively. Changes in the valuation allowance resulted in a 2.3% decrease to the effective tax rate. Other permanent differences, including a reduction in losses related to the minority interest in The CW, resulted in a 3.1% decrease to the effective tax rate. This iswas partially offset by provision to return and other reserve adjustments which resulted in a 1.6% increase in the effective tax rate.

We are currently involved in legal proceedings with various parties seeking to enjoin the Merger. On March 18, 2026, a coalition of eight state attorneys general (California, Colorado, Connecticut, Illinois, New York, North Carolina, Oregon and Virginia, collectively, the “Initial States”) and DIRECTV, in two separate actions, brought civil lawsuits in the U.S. District Court for the Eastern District of California against Nexstar Media Group and TEGNA seeking to enjoin Nexstar’s Merger with TEGNA. Both complaints allege, among other things, that the merger of Nexstar and TEGNA violates federal antitrust laws. The complaints were filed prior to the consummation of the Merger but remain ongoing.Merger. On March 19, 2026, the Merger was consummated. On March 20, 2026, DIRECTV and the states requested temporary restraining orders (“TROs”) from the U.S. District Court for the Eastern District of California to prevent Nexstar and TEGNA from integrating their operations. On March 27, 2026, the court entered a TRO requiring Nexstar to hold TEGNA separate until further ruling. On April 17, 2026, the court entered a preliminary injunction prohibiting further integration of Nexstar and TEGNA, which became effective on April 21, 2026. On April 21, 2026, Nexstar filed a notice of appeal with respect to the preliminary injunction toin the U.S. Court of Appeals for the Ninth Circuit and that appeal remains pending.Circuit. Nexstar did not seek a stay of the preliminary injunction. On April 30, 2026, DIRECTV filed its Amended Complaint for Injunctive Relief and the Initial States plus the attorneys general for Indiana, Kansas, Massachusetts, Pennsylvania and Vermont filed Plaintiff States’ First Amended Complaint for Permanent Injunction. On May 21, 2026, Nexstar filed answers to the Amended Complaints of DIRECTV and the states. Discovery is ongoing, and the District Court has set a trial date of July 6, 2027. On July 8, 2026, briefing on Nexstar’s appeal of the preliminary injunction was completed, but the Court of Appeals has yet to set oral argument or issue a decision.

On March 21, 2026, six state cable associations (Pennsylvania, Washington, Indiana, Mississippi, Tennessee, and Virginia) along with Newsmax filed a notice of appeal or, alternatively, petition for writ of mandamus in the U.S. Court of Appeals for the District of Columbia Circuit challenging the FCC approval of the Merger. These parties also sought a stay of the FCC approval order and injunctive relief similar to that sought in the California cases. On March 23, 2026, five public interest parties filed a similar notice of appeal or, alternatively, emergency petition for writ of mandamus in the U.S. Court of Appeals for the District of Columbia Circuit challenging the FCC approval, which has beenwas consolidated with the appeal filed by the cable associations. On April 28, 2026, the D.C. Circuit denied the emergency motions for a stay pending appeal finding the appellants had not satisfied the requirements for a staystay. pendingOn appealJuly and9, also ordered briefing by2026, the FCC,D.C. theCircuit Companyfurther and the appellants ondenied the emergency petitions for writ of mandamus, withdenied suchthose briefingpetitions’ tostay berequests completedunder bythe MayAll 18,Writs 2026.Act, and dismissed the appeals for lack of jurisdiction. To date, the Appellants have not sought any further relief from the D.C. Circuit or the Supreme Court following this order.

ThreeSix Months Ended MarchJune 31,30, 2026 Highlights

Net revenue increased 13.1%62.2% to $1.4$2.0 billion and 37.7% to $3.4 billion during the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same period in 2025.

As of MarchJune 31,30, 2026, we owned, operated, programmed or provided sales and other services to 265 full power television stations, two AM radio stations and one FM radio station, including those television stations owned by VIEs, in 132 markets in 44 states and the District of Columbia. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MyNetworkTV and other broadcast television networks. Through various local service agreements, we provided sales, programming and other services to 37 full power television stations owned by independent third parties, of which 35 full power television stations are VIEs that are consolidated into our financial statements.

As of MarchJune 31,30, 2026, we also own an 80.8%81.1% ownership interest in The CW, the fifth major broadcast network in the U.S.; NewsNation, a national cable news network; Premion, a connected TV and over-the-top advertising platform; four multicast networks, Antenna TV, REWIND TV, True Crime and Quest; multicast network services provided to third parties; Locked On Podcast Network (“Locked On”), a network of sports podcasts; BestReviews LLC (“BestReviews”), a leading consumer product recommendations company; and a 31.3% ownership stake in TV Food Network. Our digital assets include 176 local websites and 292 mobile applications across local stations, NewsNation, The Hill, BestReviews, Locked On and True Crime. The portfolio also includes 160 connected television applications and 6154 free ad-supported television channels.

Three Months Ended MarchJune 31,30, 2026 Compared to the Same Period in 2025

The Company’s revenues increased 13.1%by $764 million, or 62.2%, for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily due to $106$697 million of incremental revenue from our acquisition of TEGNA and higheran advertising$86 andmillion distributionincrease in revenues from our legacyBroadcast business units.

Distribution revenue increased $75$383 million, driven primarily byreflecting $54$362 million of incremental revenue from the acquisition of TEGNA and highera $21 million increase in revenue from our legacyBroadcast business units due to annual rate escalators and other contractual increases, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations, offset in part by the impact of MVPD subscriber attrition.

Advertising revenue increased $88$387 million, primarily reflecting $51$331 million of incremental revenue from the acquisition of TEGNA and a $35$75 million increase in political advertising at our legacyBroadcast stationsbusiness to $41 million,units, as 2026 is an election year, and a decrease in non-political revenue of $10 million due to political crowd-out and the ongoing market softness. In total, political advertising revenue was $147 million for the current year compared to $9 million in the prior year.

Direct operating expenses, consisting primarily of programming, news and technical, and selling, general and administrative expenses increased $130$567 million, driven primarily by $74$503 million of incremental operating expenses of the acquired TEGNA business, $38acquisition-related millionand inother nonrecurring expenses relatedof $53 million and an increase in stock-based compensation from certain accelerated TEGNA awards due to theterminations acquisition.of $18 million.

Depreciation and amortizationAmortization of intangiblebroadcast assetsrights increased $4$8 million, primarily due to incremental depreciation and amortization associated withof the acquisitionacquired ofTEGNA TEGNA.business.

Interest expense, net increased $23$93 million, or 23.7%95.9%, primarily due to $22interest millionincurred ofon one-timenew commitment and funding fees associated with the temporary bridge loansborrowings in connection with the acquisition of TEGNAMerger and the refinancing of certain TEGNAexisting indebtedness.indebtedness, offset in part by a decrease in interest on debt repayments.

The Company’s effective tax rates were (4.6%)36.2% and 29.7%30.0% for each of the respective periods. AsAn aincrease result ofin the TEGNAvaluation acquisition, the Company revalued the historical net deferred tax liability to reflect a lower federal/state blended tax rate resulting from the consolidation. Thisallowance resulted in a tax4.9% benefit of approximately $47 million, or a 30.6% decreaseincrease to the effective tax rate. Permanent differences, including lossesnon-deductible relatedtransaction to the minority interest in The CW,costs and reduced excess benefitbenefits from vesting of restricted stock unitsunits, resulted in a 3.4%2.2% decreaseincrease to the effective tax rate.

The Company is leveraged, which makes it vulnerable to changes in general economic conditions. 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 believes it has sufficient unrestricted cash on hand, positive working capital, and availability to access additional liquidity under its revolving credit facilities (with a maturity date of June 2030) to meet its business operating requirements and capital expenditures and to continue to service its debt for at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q. As of MarchJune 31,30, 2026, the Company was in compliance with the financial covenants contained in the credit agreements governing its senior secured credit facilities.

Net cash flows provided by operating activities decreasedincreased $48$3 million during the threesix months ended MarchJune 31,30, 2026, compared to the same period in 20252025, due primarily to higher net income and changes in operating assets and liabilities primarily reflecting timing of receipts and payments.

Net cash flows used in investing activities increased $3,252$3,254 million during the threesix months ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily due to the $3,341 million payment for the acquisition of TEGNA’s equity (net of cash acquired), partially offset by the proceeds from certain cash assets of $51 million and a decrease in capital expenditures of $13$55 million.

Net cash flows provided by financing activities increased $3,347$3,099 million during the threesix months ended MarchJune 31,30, 2026, compared to the same period in 2025. This was primarily due to net additional borrowings to finance the acquisition of TEGNATEGNA, refinance certain existing debt and loan repayments of $3,355$3,107 million, as well as $18 million of cash paid for shares withheld for taxes and $85$107 million payments for debt financing costs, partially offset by and a $75$125 million decrease in stock repurchases. During the quarter, the net cash flows provided by financing activities includes the temporary incurrence and repayment of $3,961 million of term and bridge loans to facilitate the closing of the acquisition of TEGNA.

On MayJuly 1,31, 2026, Nexstar’s Board of Directors declared a quarterly cash dividend of $1.86 per share of its common stock. The dividend is payable on MayAugust 29,28, 2026 to stockholders of record on MayAugust 15,14, 2026.

As of MarchJune 31,30, 2026, the Company had total outstanding debt of $12.2$11.7 billion, net of unamortized financing costs, discounts and premium, which represented 84.9%83.8% of the Company’s combined capitalization. The Company’s high level of debt requires that a substantial portion of cash flow be dedicated to pay principal and interest on debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes.

Based on covenant calculations as of MarchJune 31,30, 2026, all of the $428 million and $14 million in unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities were available for borrowing.

The following table summarizes the principal indebtedness scheduled to mature for the periods referenced as of MarchJune 31,30, 2026 (in millions):

We (excluding The CW) guarantee full payment of all obligations incurred under Mission’s senior secured credit facility in the event of its default. Mission is a guarantor of our senior secured credit facility, our senior secured notes and our senior unsecured notes. In consideration of our guarantee of Mission’s senior secured credit facility, Mission has granted us purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. 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.

The Nexstar credit agreement contains a covenant which requires us to comply with a maximum consolidated first lien net leverage ratio of 4.25:1.00. Pursuant to the Nexstarterms of Nexstar’s credit agreement, thisthe maximum permitted covenant ratio may be increased, at Nexstar’s electionelection, willfrom increase4.25:1.00 to 4.75:1.00 with respect to the last day offor the fiscal quarter duringin which a Material Transaction (as defined therein) shall have beenis consummated and the last day of each of the immediately following three consecutive fiscal quarters;quarters, providedsubject thatto noa moremaximum thanof two such elections will be made during the lifeterm of the facility. In connection with its acquisition of TEGNA, Nexstar first elected this increase in the covenant ratio beginning in the first quarter of 2026 and will remain in effect through December 31, 2026. The financial covenant, which is formally calculated on a quarterly basis, is based on the Company’s combined results, excluding the operating results of The CW, which Nexstar designated as an unrestricted subsidiary under its credit agreements and indentures. 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 the Nexstar credit agreement. As of MarchJune 31,30, 2026, we were in compliance with our financial covenant. 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 senior secured notes and senior unsecured notes for a period of at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q.

As of MarchJune 31,30, 2026, 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. All of our arrangements with our VIEs in which we are the primary beneficiary are on-balance sheet arrangements. Our variable interests in other entities are obtained through local service agreements, which have valid business purposes and transfer certain station activities from the station owners to us. 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 MarchJune 31,30, 2026, we had outstanding standby letters of credit with various financial institutions amounting to $30 million. The outstanding balance of standby letters of credit is deducted against our unused revolving loan commitment under our senior secured credit facility and would not be available for withdrawal.

Nexstar Media Inc. is the issuer of 5.625% Notes due 2027, 4.75% Notes due 2028, 6.50% Secured Notes due 2033 and 7.25% Notes due 2034, TEGNA is the issuer of 5.00% Notes due 2029, and Belo Corp. is the issuer of, and TEGNA and Nexstar Media GroupGroup, Inc. are co-obligors of, 7.75% Notes due 2027 and 7.25% Notes due 2027 (together, Nexstar Media Inc., TEGNA and Belo Corp. are referred to as the “Issuer”). These notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar Media Group, Inc. (“Parent”), Mission (a consolidated VIE) and the Subsidiary Guarantors (as defined below). The Issuer, Subsidiary Guarantors, Parent and Mission are collectively referred to as the “Obligor Group” for the notes. “Subsidiary Guarantors” refers to certain of the Issuer’s restricted subsidiaries (excluding The CW) that guarantee these notes. The guarantees of the notes are subject to release in limited circumstances upon the occurrence of certain customary conditions set forth in the applicable indentures. The notes are not registered with the SEC.

Excludes the assets and liabilities of The CW as it is not a guarantor of theNexstar Media Inc.’s 4.75% Notes due 2028, 5.625% Notes due 2027, and 6.50% Secured Notes due 2033.2033 and 7.25% Notes due 2034; TEGNA’s 5.00% Notes due 2029; and Belo Corp.’s 7.75% Notes due 2027 and 7.25% Notes due 2027.

Excludes Issuer’s equity investments of $367$387 million and $396 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively, in unconsolidated investees. These unconsolidated investees do not guarantee the notes. For additional information on equity investments, refer to Note 5 to our Condensed Consolidated Financial Statements.

Information with respect to the Company’s critical accounting estimates which it believes could have the most significant effect on the Company’s reported results and require subjective or complex judgments by management is contained in our Annual Report on Form 10-K for the year ended December 31, 2025. Management believes that as of MarchJune 31,30, 2026, there has been no material change to this information.