NEXSTAR MEDIA GROUP (NXST) Company Report

TEGNA shareholders approved the transaction with a 98% affirmative vote, and Nexstar expects to complete FCC applications soon, with the DOJ process ongoing. The acquisition is projected to generate $300 million in EBITDA synergies, with 45% from net retrans and 55% from operating expense synergies, primarily realized within the first year.
Nexstar anticipates signing its first commercial customers for its ATSC 3.0 Spectrum toll road either before or right after the end of the calendar year, with significant revenue expected to flow in three to five years.
Nexstar expects continued opportunity for retransmission consent pricing growth, noting that subscriber churn is moderating and that the company is "undermonetized relative to the viewership" it brings to distributors.
Nexstar aims to be the "unicorn" in the local TV space, continuing to focus on local markets and potentially pursuing further acquisitions beyond TEGNA to leverage its scale and robust balance sheet.

Nov 18, 2025, 8:45 PM

Transcript

Nexstar Media Group Discusses TEGNA Acquisition, Synergies, and Future Growth Drivers at Wells Fargo Summit

NXST

M&A

New Projects/Investments

Guidance Update

Nexstar Media Group's acquisition of TEGNA was approved by shareholders with a 98% affirmative vote , and the company is proceeding with regulatory filings, expecting minimal divestitures.
The company anticipates $300 million in EBITDA synergies from the TEGNA acquisition, with 45% from net retrans and 55% from operating expense synergies, with the majority expected within the first year.
Nexstar sees continued opportunity to grow retransmission consent revenue despite subscriber churn, with over 50% of contracts up for renewal soon. Non-political advertising was flat in Q3 and guided to be down in the very low single digits in Q4 (2025), primarily due to national factors rather than market health.
The company is actively working to monetize its ATSC 3.0 spectrum through EdgeBeam, with $40 million in capital and expectations for first commercial customers by year-end or early next year , projecting significant revenue flow in three to five years.

Nov 18, 2025, 8:45 PM

Transcript

Nexstar Reports Q3 2025 Results and Provides Update on TEGNA Acquisition

NXST

Earnings

M&A

Guidance Update

Nexstar reported Q3 2025 net revenue of $1.2 billion, a 12.3% decline year-over-year, primarily due to a $145 million decrease in political advertising. Adjusted EBITDA for the quarter was $358 million, representing a 29.9% margin.
The company is proceeding with its definitive agreement to acquire TEGNA for $6.2 billion in cash, projecting the transaction to be more than 40% accretive to standalone adjusted free cash flow with $300 million in anticipated synergies, and expects to close by the second half of 2026.
In Q3 2025, Nexstar returned $56 million to shareholders in dividends and repaid $25 million in mandatory debt. The company paused share repurchases to conserve cash for the TEGNA acquisition.
Nexstar ended Q3 2025 with a cash balance of $236 million and a total net leverage of 3.09 times.
For Q4 2025, non-political advertising is forecast to decline in the very low single digits year-over-year. The company anticipates CapEx in the $32 million range and cash taxes in the $45 million range.

Nov 6, 2025, 3:00 PM

Transcript

Nexstar Media Group Announces Q3 2025 Results and TEGNA Acquisition Update

NXST

Earnings

M&A

Dividends

Nexstar Media Group reported net revenue of $1.20 billion and net income of $65 million for the third quarter of 2025. This represents a 12.3% decline in net revenue and a 63.9% decrease in net income year-over-year, primarily due to lower political advertising revenue and increased one-time corporate expenses related to the TEGNA acquisition.
For Q3 2025, the company achieved Adjusted EBITDA of $358 million and Adjusted Free Cash Flow of $166 million.
Nexstar entered into a definitive agreement to acquire TEGNA Inc. for $6.2 billion, a transaction anticipated to close by the second half of 2026 and expected to be accretive to standalone Adjusted Free Cash Flow.
As of September 30, 2025, consolidated debt stood at $6.4 billion. During the quarter, the company repaid $25 million of debt and paid $56 million in dividends.

Nov 6, 2025, 12:02 PM

8-K

Nexstar Media Group's TEGNA Merger Faces DOJ Second Request

NXST

M&A

Legal Proceedings

Nexstar Media Group, Inc. and TEGNA Inc. received a Second Request from the U.S. Department of Justice on October 30, 2025, in connection with the DOJ's review of their merger agreement.
The issuance of this Second Request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 until 30 days after each party has substantially complied.
The parties now expect the merger to be completed by the second half of 2026.

Oct 31, 2025, 9:06 PM

8-K

Nexstar Media Group Extends CEO Perry A. Sook's Employment Agreement

NXST

Executive Compensation

Management Change

M&A

Nexstar Media Group's Board of Directors extended the employment agreement of Chairman and Chief Executive Officer, Perry A. Sook, through March 31, 2029.
Mr. Sook, who founded Nexstar in 1996 and has served as CEO since then, is the company's third largest shareholder.
The Board highlighted his instrumental role in Nexstar's operating execution, financial growth, and shareholder returns, and his unique qualification to deliver value from the proposed acquisition of TEGNA.

Oct 30, 2025, 11:00 AM

Press Release

Nexstar discusses strategy, Tegna acquisition, and NewsNation growth

NXST

M&A

New Projects/Investments

Revenue Acceleration/Inflection

Nexstar's strategy focuses on local assets and television station acquisitions, which form the foundation for The CW and NewsNation. This approach is considered durable and provides a competitive moat due to existing infrastructure and relationships with 40,000 SMBs.
The pending acquisition of Tegna is expected to result in Nexstar controlling over 20% of local TV station inventory in the U.S. and reaching 80% of the U.S. population. This transaction is anticipated to bring significant scale synergies, including rationalizing corporate costs, driving revenue, and improving negotiation leverage.
Nexstar expects to achieve $300 million in synergies from the Tegna deal within the first 12 months. The company has a well-defined playbook for acquisitions, having completed 40 acquisitions in almost 30 years, and typically meets or exceeds stated synergy numbers.
NewsNation, which launched five years ago, has evolved into a 24/7 cable news source and was the fastest-growing cable network over the previous 12 months. It has been profitable from day one due to existing distribution revenue and an embedded ad sales team.
Nexstar gained majority control of The CW and pivoted its programming to live sports, spending $1 billion on sports rights in about six months. This has led to significant viewership increases, with NASCAR averaging over 1 million viewers per race.

Sep 3, 2025, 2:10 PM

Earnings Transcripts

Quarterly earnings call transcripts for NEXSTAR MEDIA GROUP.

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