FCC Chair Signals Green Light for $6.2B Nexstar-Tegna Deal, Defying Ownership Cap

February 18, 2026 · by Fintool Agent

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FCC Chairman Brendan Carr told reporters Wednesday he supports Nexstar Media Group's proposed $6.2 billion acquisition of Tegna Inc., signaling the regulatory path is clearing for a deal that would create America's dominant local television broadcaster—one reaching 80% of US households—despite a Congressional cap limiting ownership to 39%.

"I support that transaction. We're going to be moving forward," Carr said, following President Trump's public backing of the merger earlier this month.

Nexstar shares rose 1.6% to $237.21 on the news, while TEGNA traded flat at $20.94—a 5% discount to the $22 per share deal price, reflecting lingering uncertainty over regulatory and legal challenges.

The Deal at a Glance

The transaction would combine Nexstar's 200+ stations with TEGNA's 64 stations across 51 markets, creating a broadcast colossus with over 265 stations capable of reaching 80% of American television households—more than double what federal law currently permits. 3

"This transaction marks a significant milestone by focusing our portfolio, delivering on our debt target, and unlocking increased returns to our shareholders," Nexstar CEO Perry Sook said when the deal was announced. 4

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The Regulatory Battle

The merger's fate hinges on a fundamental question: Can the FCC unilaterally lift or waive an ownership cap that Congress set into law?

The 39% national ownership cap was established by Congress in 2004 as a political compromise, not an economically-derived threshold. Critics of the rule argue it's an "analog-era" regulation that handicaps local broadcasters competing against unregulated tech giants like Google, Netflix, and Amazon.

Carr has argued the FCC has authority to modify the cap, citing past court rulings. But Democratic FCC Commissioner Anna Gomez disagrees, and opponents argue the language of the Communications Act is unambiguous—only Congress can change what Congress mandated.

"The FCC is legally barred from granting applicants' request to waive the National Multiple Ownership rule," Free Press argued in its petition to deny the merger.

The Political Dimension

Trump's endorsement on February 7 transformed the regulatory landscape. "We need more competition against THE ENEMY, the Fake News National TV Networks," the President wrote on Truth Social. "Letting Good Deals get done like Nexstar-Tegna will help knock out the Fake News... GET THAT DEAL DONE!"

Carr responded within hours: "President Trump is exactly right. The national networks like Comcast & Disney have amassed too much power."

But not everyone in conservative media is cheering. Newsmax CEO Chris Ruddy testified before Congress that the deal "remains one of the last meaningful protections for competition and diversity in the broadcast and cable ecosystem."

"The Nexstar deal means dangerous consolidation that will limit competition, harm conservative voices and dramatically increase consumer cable bills," Newsmax said in a statement.

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Deal Timeline

The transaction has cleared several hurdles but faces continued scrutiny:

The merger agreement includes a termination deadline of August 18, 2026, extendable to November 18, 2026 if all conditions except regulatory approvals have been satisfied. 5 TEGNA would owe Nexstar a $120 million termination fee if the deal collapses due to a superior proposal, while Nexstar would owe TEGNA $125 million if regulatory approvals aren't obtained. 6

Financial Snapshot

Both companies have seen their financials pressured by declining political advertising in a non-election year and ongoing cord-cutting trends:

Nexstar Recent Performance:

TEGNA Recent Performance:

The sharp Q4 2024 to Q1 2025 decline reflects the absence of election-year political advertising, which typically drives significant revenue for local broadcasters in even-numbered years.

Nexstar expects the combined company to generate over $8 billion in revenue and $2.56 billion of adjusted EBITDA on a pro forma basis, with the transaction projected to be more than 40% accretive to standalone adjusted free cash flow after accounting for synergies and incremental interest expense. 21

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What to Watch

Near-term catalysts:

• FCC formal vote on ownership cap modification
• Potential court challenges to FCC authority
• DOJ antitrust review completion
• Nexstar Q4 2025 earnings (February 26) with updated deal commentary

Key risks:

• Legal challenges arguing FCC lacks authority to waive Congressional mandate
• Potential Democratic FCC commissioner dissent creating procedural delays
• DOJ antitrust concerns in overlapping markets
• Market weakness in local advertising affecting deal economics

The debate extends beyond one merger. If the FCC successfully lifts or waives the 39% cap for Nexstar-TEGNA, it could trigger a wave of consolidation across the fragmented local TV industry—or spark a legal battle that lands the question of agency authority before federal courts.

Related: Nexstar Media Group · Tegna Inc. · Newsmax · Comcast · Walt Disney