NEXSTAR MEDIA GROUP, INC.

Previous wording

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: the risks and uncertainties of current economic factors that are beyond our control, such as inflation, rising interest rates and supply chain disruptions; any projections or expectations of earnings, revenue, financial performance, liquidity and capital resources or other financial items; any assumptions or projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations, performance, liquidity and capital resources or other financial items; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and other similar words.

Current wording

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including but not limited to: the risks and uncertainties of current economic factors that are beyond our control, such as tariffs and other trade barriers, capital markets volatility, inflation, sustained high interest rates and supply chain disruptions; any projections or expectations of earnings, revenue, financial performance, liquidity and capital resources or other financial items; any assumptions or projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations, performance, liquidity and capital resources or other financial items; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and other similar words.

Previous wording

Returned approximately $232 million and $590 million, for the three and nine months ended September 30, 2024, respectively, of capital to stockholders through repurchases of common stock and dividends, funded by cash on hand.

Current wording

Returned approximately $132 million of capital to stockholders through repurchases of common stock of $75 million and dividends of $57 million, funded by cash on hand.

Previous wording

As of September 30, 2024, we owned, operated, programmed or provided sales and other services to 200 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, 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. We also own a 75.0% interest in The CW, the fifth major broadcast network in the U.S., NewsNation, a national cable news network, two digital 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 138 local websites, 121 mobile applications, 91 weather applications and 17 lifestyle and sports applications across local stations, NewsNation and The Hill. The portfolio also includes seven connected television applications and three free ad-supported television channels from The CW and The Hill.

Current wording

As of March 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. 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.

Previous wording

In even-numbered years we generate substantial advertising revenue from the political advertising we sell to candidates and non-candidate entities such as political action committees and political parties. Advertising revenue is also positively affected by certain events such as the Olympic Games or the Super Bowl. 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. As 2024 is an election year, we expect an increase in political advertising revenue, a component of our advertising revenue, to be reported in 2024 compared to 2023.

Current wording

In even-numbered years we generate substantial advertising revenue from the political advertising we sell to candidates, political action committees and political parties. Advertising revenue is also positively affected by certain events such as the Olympic Games or the Super Bowl. 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. As 2025 is not an election year, we expect a decrease in political advertising revenue, a component of our advertising revenue, to be reported in 2025 compared to 2024.

Previous wording

The Company’s revenues increased 20.7% for the three months ended September 30, 2024, compared to the same period in 2023, primarily due to higher revenues from distribution and political advertising, partially offset by lower revenue from non-political advertising.

Current wording

The Company’s revenues decreased 3.9% for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to lower revenues from advertising.

Previous wording

Advertising revenue increased by $113 million, primarily due to an increase in political advertising of $135 million as 2024 is an election year, offset in part by a decrease in non-political revenue of $22 million due to ongoing advertising market softness.

Current wording

Advertising revenue decreased by $52 million, due to a decrease in political advertising by $32 million, as 2025 is not an election year, and a decrease in non-political revenue of $20 million due to ongoing advertising market softness.

Previous wording

Direct operating expenses, consisting primarily of programming, news and technical expenses, and selling, general and administrative expenses increased by $23 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 and stock-based compensation expense from new restricted stock grants and the timing of restricted stock grants, partially offset by lower expense from various administrative expenses.

Current wording

Direct operating expenses, consisting primarily of programming, news and technical expenses, and selling, general and administrative expenses decreased by $12 million primarily due to recent restructuring initiatives to streamline key lines of business.

Previous wording

Depreciation and amortization expense decreased by $143 million, as follows:

Current wording

Depreciation and amortization expense increased by $15 million, as follows:

Previous wording

Amortization of broadcast rights was $70 million for the three months ended September 30, 2024, compared to $98 million for the same period in 2023, a decrease of $28 million, primarily due to lower amortization of broadcast rights at The CW of $26 million to $54 million from $80 million.

Current wording

Amortization of broadcast rights was $88 million for the three months ended March 31, 2025, compared to $69 million for the same period in 2024, an increase of $19 million, primarily due to higher amortization of broadcast rights at The CW of $21 million to $73 million from $52 million due to increased sports programming in the first quarter of 2025 versus the prior year.

Previous wording

Depreciation of property and equipment was $46 million for the three months ended September 30, 2024, compared to $44 million for the same period in 2023 (no significant change).

Current wording

Depreciation of property and equipment was $43 million for the three months ended March 31, 2025, compared to $45 million for the same period in 2024 (no significant change).

Previous wording

Amortization of intangible assets was $74 million for the three months ended September 30, 2024, compared to $78 million for the same period in 2023 (no significant change).

Current wording

Amortization of intangible assets was $74 million for the three months ended March 31, 2025, compared to $76 million for the same period in 2024 (no significant change).

Previous wording

Income from equity method investments, net decreased by $7 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. For additional information on our investment in TV Food Network, refer to Note 5 to our Condensed Consolidated Financial Statements.

Current wording

Income from equity method investments, net decreased by $11 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 revenue. For additional information on our investment in TV Food Network, refer to Note 5 to our Condensed Consolidated Financial Statements.

Previous wording

In February 2024, Nexstar received $40 million in cash proceeds, and recorded a gain on disposal of an investment for the same amount, in connection with BMI’s sale to New Mountain Capital.

Current wording

During the first quarter of 2024, Nexstar received $40 million in cash proceeds, and recorded a gain on disposal of an investment for the same amount, in connection with BMI’s sale to New Mountain Capital.

Previous wording

The Company’s effective tax rates were 26.2% and 42.9% for each of the respective periods.

Current wording

The Company’s effective tax rates were 29.7% and 26.8% for each of the respective periods.

Previous wording

For the nine months ended September 30, 2024, changes in the valuation allowance resulted in a 3.4% 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 3.6% decrease to the effective tax rate. This is partially offset by a decrease in the excess benefit from stock option exercises and restricted stock unit vesting in 2024 compared to 2023 which resulted in a 1.4% increase in the rate.

Current wording

Permanent differences, including losses related to the minority interest in The CW, and excess benefit from vesting of restricted stock units resulted in a 1.9% increase to the effective tax rate. Changes in the valuation allowance resulted in a 0.8% increase to the effective tax rate.

Previous wording

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’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 believes these sources of liquidity are sufficient to meet its business operating requirements, its 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 September 30, 2024, the Company was in compliance with the financial covenants contained in the amended credit agreements governing its senior secured credit facilities.

Current wording

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 cash under its revolving credit facilities (with a maturity date of June 2027) 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 March 31, 2025, the Company was in compliance with the financial covenants contained in the amended credit agreements governing its senior secured credit facilities.

Previous wording

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.

Current wording

Any future adverse economic conditions, including those resulting from heightened inflation and sustained high interest rates among other factors, could adversely affect the Company’s future operating results, cash flows and financial condition.

Previous wording

Net cash flows used in investing activities decreased by $69 million during the nine months ended September 30, 2024, compared to the same period in 2023. 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 during the nine months ended September 30, 2023 of $38 million.

Current wording

Net cash flows used in investing activities increased by $57 million during the three months ended March 31, 2025, compared to the same period in 2024. This was primarily due to payment for an acquisition of $22 million in 2025 and a decrease in proceeds received from disposal of an investment of $40 million in 2024, partially offset by a decrease in capital expenditures of $9 million.

Previous wording

Net cash flows used in financing activities increased by $1 million during the nine months ended September 30, 2024, compared to the same period in 2023. This was primarily due to the prepayment of Term Loan B of $54 million, a $28 million decrease in contributions from noncontrolling interests and a $22 million increase in common stock dividends paid, offset in part by a decrease in stock buybacks of $86 million and lower cash paid for shares withheld for taxes of $16 million.

Current wording

Net cash flows used in financing activities decreased by $15 million during the three months ended March 31, 2025, compared to the same period in 2024. This was primarily due to a decrease in stock repurchases of $36 million and a decrease in contribution received from noncontrolling interests of $19 million.

Previous wording

From October 1, 2024 to November 7, 2024, we repurchased 458,261 shares of our common stock for $78 million, funded by cash on hand. As of the date of filing this Quarterly Report on Form 10-Q, the remaining available amount under the share repurchase authorization was $1.7 billion.

Current wording

From April 1, 2025 to May 8, 2025, we repurchased 209,915 shares of our common stock for $32 million, funded by cash on hand. As of the date of filing this Quarterly Report on Form 10-Q, the remaining available amount under the share repurchase authorization was $1.4 billion.

Previous wording

On November 1, 2024, Nexstar’s Board of Directors declared a quarterly cash dividend of $1.69 per share of its common stock. The dividend is payable on November 29, 2024 to stockholders of record on November 15, 2024.

Current wording

On May 5, 2025, Nexstar’s Board of Directors declared a quarterly cash dividend of $1.86 per share of its common stock. The dividend is payable on June 2, 2025 to stockholders of record on May 19, 2025.

Previous wording

As of September 30, 2024, the Company had total outstanding debt of $6.7 billion, net of unamortized financing costs, discounts and premium, which represented 75.1% 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.

Current wording

As of March 31, 2025, the Company had total outstanding debt of $6.495 billion, net of unamortized financing costs, discounts and premium, which represented 74.3% 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.

Previous wording

Based on covenant calculations as of September 30, 2024, all of the $532 million and $14 million in unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities were available for borrowing.

Current wording

Based on covenant calculations as of March 31, 2025, all of the $530 million and $14 million in unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities were available for borrowing.

Previous wording

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, excluding the operating results of The CW, which Nexstar designated as an unrestricted subsidiary under its credit agreement and indentures. 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 September 30, 2024, 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 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 Quarterly Report on Form 10-Q.

Current wording

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, excluding the operating results of The CW, which Nexstar designated as an unrestricted subsidiary under its credit agreements and indentures. 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 March 31, 2025, 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 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 Quarterly Report on Form 10-Q.

Previous wording

Our senior secured credit facility may limit the amount of dividends we may pay to stockholders over the term of the agreement.

Current wording

Our senior secured credit facility may limit the amount of dividends we may pay to stockholders.

Previous wording

As of September 30, 2024, we had outstanding standby letters of credit with various financial institutions amounting to $19 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.

Current wording

As of March 31, 2025, we had outstanding standby letters of credit with various financial institutions amounting to $20 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.

Previous wording

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.

Current wording

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. On September 30, 2022, Nexstar acquired a 75.0% ownership interest in The CW.

Previous wording

Excludes Issuer’s equity investments of $869 million and $958 million as of September 30, 2024 and December 31, 2023, 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 5 to our Condensed Consolidated Financial Statements.

Current wording

Excludes Issuer’s equity investments of $775 million and $877 million as of March 31, 2025 and December 31, 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 5 to our Condensed Consolidated Financial Statements.