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NEXSTAR MEDIA GROUP, INC.

For the period ended Jun 30, 2025. Filed Aug 8, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 8, 2025

NXST$190.02+1.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0000950170-25-066784

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-08.

0001193125-25-175590

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 80 previous paragraphs and 93 current paragraphs.

54 unchanged; 23 reworded; 9 added; 3 removed; 0 previous and 7 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

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 the three months ended June 30, 2025, the Company repaid $101 million of its debt. Refer to Note 7 for additional information on the debt refinancing.

Current report

Depreciation and amortization expense decreased by $11 million, as follows:

Current report

Amortization of broadcast rights was $79 million for the three months ended June 30, 2025, compared to $87 million for the same period in 2024, a decrease of $8 million, primarily due to lower amortization of broadcast rights at The CW of $7 million to $64 million from $71 million.

Current report

Six Months Ended June 30, 2025 Compared to the Same Period in 2024

Current report

Depreciation of property and equipment was $84 million for the six months ended June 30, 2025, compared to $91 million for the same period in 2024 (no significant change).

Current report

Amortization of intangible assets was $150 million for the six months ended June 30, 2025, compared to $151 million for the same period in 2024 (no significant change).

Current report

Interest expense, net was $194 million for the six months ended June 30, 2025 compared to $227 million for the same period in 2024, a decrease of $33 million, or 14.5%, primarily due to lower interest rates and a reduction in outstanding debt.

Current report

On July 4, 2025, H.R.1, also known as the “One Big Beautiful Bill Act” was signed into law, which includes significant changes to federal tax law and other regulatory provisions that may impact the Company. The Company is currently evaluating the provisions of the new law and the potential effects on its consolidated financial statements. As of the date of these financial statements, the Company has not completed its assessment. Additional disclosures will be provided in future periods, as required, as the impact of the legislation is determined.
Removed paragraphs (3)

Previous report

Nexstar’s board of directors approved a 10% increase in the quarterly cash dividend to $1.86 per share on Nexstar’s outstanding common stock beginning with the first quarter of 2025.

Previous report

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.
Reworded paragraphs (23)

Previous wording

Net revenue decreased 3.9% to $1.2 billion during the three months ended March 31, 2025, compared to the same period in 2024.

Current wording

Net revenue decreased 3.2% to $1.2 billion and 3.6% to $2.5 billion during the three and six months ended June 30, 2025, respectively, compared to the same period in 2024.

Previous 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.

Current wording

Returned approximately $106 million and $238 million, for the three and six months ended June 30, 2025, respectively, of capital to stockholders through repurchases of common stock and dividends, funded by cash on hand.

Previous wording

As of March 31, 2025, we also own a 77.7% ownership interest in The CW, the fifth major broadcast network in the U.S., NewsNation, a national cable 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 138 local websites, 229 mobile applications across local stations, NewsNation and The Hill. The portfolio also includes 39 connected television applications and three FAST channels from The CW and The Hill.

Current wording

As of June 30, 2025, we also own a 78.7% ownership interest in The CW, the fifth major broadcast network in the U.S.; NewsNation, a national cable 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 138 local websites and 229 mobile applications across local stations, NewsNation and The Hill. The portfolio also includes 72 connected television applications and three free ad-supported television channels from The CW and The Hill.

Previous 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.

Current wording

The Company’s revenues decreased 3.2% for the three months ended June 30, 2025 compared to the same period in 2024, primarily due to lower revenues from advertising.

Previous wording

Distribution revenue grew by 0.1%. The increase in distribution revenue reflects annual rate escalators and other contractual increases, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations, which more than offset the impact of MVPD subscriber attrition.

Current wording

Distribution revenue was flat during the quarter and reflects annual rate escalators and other contractual increases, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations, which offset the impact of MVPD subscriber attrition.

Previous 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).

Current wording

Depreciation of property and equipment was $42 million for the three months ended June 30, 2025, compared to $46 million for the same period in 2024 (no significant change).

Previous 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).

Current wording

Amortization of intangible assets was $76 million for the three months ended June 30, 2025, compared to $75 million for the same period in 2024 (no significant change).

Previous 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.

Current wording

Income from equity method investments, net decreased by $5 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

Interest expense, net was $97 million for the three months ended March 31, 2025 compared to $114 million for the same period in 2024, a decrease of $17 million, or 14.9%, primarily due to lower interest rates and a reduction in outstanding debt.

Current wording

Interest expense, net was $97 million for the three months ended June 30, 2025 compared to $113 million for the same period in 2024, a decrease of $16 million, or 14.2% primarily due to lower interest rates and a reduction in outstanding debt.

Previous wording

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

Current wording

The Company’s effective tax rates were 30.0% and 28.9% for each of the respective periods.

Previous 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.

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 2.4% increase to the effective tax rate. Changes in the valuation allowance resulted in a 1.4% decrease to the effective tax rate.

Previous 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.

Current wording

Advertising revenue decreased by $100 million, due to a decrease in political advertising by $68 million, as 2025 is not an election year, and a decrease in non-political revenue of $32 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 decreased by $12 million primarily due to recent restructuring initiatives to streamline key lines of business.

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, offset in part by costs associated with the debt refinancing completed in June 2025.

Previous wording

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

Current wording

Depreciation and amortization expense increased by $4 million, as follows:

Previous 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.

Current wording

Amortization of broadcast rights was $168 million for the six months ended June 30, 2025, compared to $156 million for the same period in 2024, an increase of $12 million, primarily due to higher amortization of broadcast rights at The CW of $14 million to $137 million from $123 million, due to increased sports programming in the first quarter.

Previous 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.

Current wording

Any future adverse economic conditions, including those resulting from tariffs and other trade barriers, 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 provided by operating activities increased by $61 million during the three months ended March 31, 2025, compared to the same period in 2024, due primarily to changes in operating assets and liabilities primarily reflecting timing of receipts and payments, offset, in part by a reduction in net income excluding gain on sale of assets and other non-cash items.

Current wording

Net cash flows provided by operating activities increased by $132 million during the six months ended June 30, 2025, compared to the same period in 2024, due primarily to changes in operating assets and liabilities primarily reflecting timing of receipts and payments, offset in part by a reduction in net income excluding gain on sale of assets and other non-cash items.

Previous 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.

Current wording

Net cash flows used in investing activities increased by $50 million during the six months ended June 30, 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 $17 million.

Previous 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.

Current wording

Net cash flows used in financing activities decreased by $9 million during the six months ended June 30, 2025, compared to the same period in 2024. This was primarily due to a decrease in stock repurchases of $121 million partially offset by an increase in debt repayments of $89 million, primarily due to the debt refinancing completed in June 2025, and a decrease in contribution received from noncontrolling interests of $19 million.

Previous 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.

Current wording

As of June 30, 2025, the Company had total outstanding debt of $6.383 billion, net of unamortized financing costs, discounts and premium, which represented 73.9% 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 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.

Current wording

Based on covenant calculations as of June 30, 2025, all of the $586 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 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.

Current wording

Our credit agreement contains a covenant which requires us to comply with a maximum consolidated first lien net leverage ratio of 4.25:1.00. Pursuant to the amended 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 during the life of the facility. 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 June 30, 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

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.

Current wording

Excludes Issuer’s equity investments of $776 million and $877 million as of June 30, 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.
Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

Advertising revenue decreased by $47 million, due to a decrease in political advertising by $36 million, as 2025 is not an election year, and a decrease in non-political revenue of $11 million due to ongoing advertising market softness.

Current report — wording carried from elsewhere

Direct operating expenses, consisting primarily of programming, news and technical expenses, and selling, general and administrative expenses decreased by $3 million primarily due to recent restructuring initiatives to streamline key lines of business, offset in part by costs associated with the debt refinancing completed in June 2025.

Current report — wording carried from elsewhere

The Company’s revenues decreased 3.6% for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to lower revenues from advertising.

Current report — wording carried from elsewhere

Distribution revenue was flat during the period and reflects annual rate escalators and other contractual increases, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations, which offset the impact of MVPD subscriber attrition.

Current report — wording carried from elsewhere

Income from equity method investments, net decreased by $16 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.

Current report — wording carried from elsewhere

The Company’s effective tax rates were 29.9% and 27.8% for each of the respective periods.

Current report — wording carried from elsewhere

Permanent differences, including losses related to the minority interest in The CW, and excess benefit from vesting of restricted stock units resulted in a 2.0% increase to the effective tax rate.