NEXSTAR MEDIA GROUP, INC.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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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.
Sep 30, 2025 · Filed Nov 6, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001193125-25-269795
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 93 previous paragraphs and 98 current paragraphs.
47 unchanged; 38 reworded; 10 added; 8 removed; 0 previous and 3 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 (10)
Current report
On August 18, 2025, we entered into the Merger Agreement to acquire the outstanding equity of TEGNA, subject to TEGNA’s stockholder approval, certain regulatory approvals and other customary conditions. TEGNA owns and operates 64 television stations and two radio stations in 51 designated market areas in the U.S. We project the acquisition to close by the second half of 2026. Upon closing, the Merger is expected to increase our operational and geographic diversity and scale, enhance our presence in various localities and extend our footprint to additional areas experiencing contested elections. Pursuant to the Merger Agreement, we will acquire TEGNA’s outstanding equity for a cash payment of $22 per share. The transaction is valued at an estimated $6.2 billion, which includes the estimated purchase price of
Current report
$5.8 billion (comprising the Merger Consideration and the refinancing of certain existing TEGNA debt), financing fees and transaction costs and expenses. On August 18, 2025, we entered into a debt commitment letter, which was subsequently amended and restated on September 11, 2025, pursuant to which a syndicate of financial institutions committed to provide debt financing up to a maximum of $5.725 billion to consummate the Merger, the refinancing of certain of TEGNA’s existing debt and related transactions. See Note 1 to our Condensed Consolidated Financial Statements for additional information.
Current report
Nine Months Ended September 30, 2025 Highlights
Current report
Entered into a definitive agreement to acquire TEGNA Inc. for $6.2 billion in a transaction expected to be accretive to Nexstar’s standalone Adjusted Free Cash Flow. The transaction is subject to regulatory approvals and is anticipated to close by the second half of 2026.
Current report
Extended The CW’s broadcast partnership with the Pac-12 Conference through the 2030-31 season.
Current report
There were no significant changes in depreciation and amortization expense for the three months ended September 30, 2025 compared to the same period in 2024, as described below:
Current report
For the three months ended September 30, 2025, nondeductible permanent differences accounted for a 1.4% increase in the effective rate. Changes in the valuation allowance resulted in a 3.6% increase in the effective tax rate.
Current report
Nine Months Ended September 30, 2025 Compared to the Same Period in 2024
Current report
For the nine months ended September 30, 2025, nondeductible permanent differences accounted for a 1.6% increase to the effective tax rate. Changes in the valuation allowance resulted in a 1.3% increase in the effective tax rate.
Current report
On August 18, 2025, Nexstar entered into the Merger Agreement with TEGNA. The agreement contains certain termination rights for both parties, including termination fees under certain circumstances. Nexstar also received committed financing from a group of commercial banks to fund the Merger with TEGNA and related transactions. See Note 1 to our Condensed Consolidated Financial Statements for additional information.
Removed paragraphs (8)
Previous report
Six Months Ended June 30, 2025 Highlights
Previous report
Depreciation and amortization expense decreased by $11 million, as follows:
Previous report
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 report
Six Months Ended June 30, 2025 Compared to the Same Period in 2024
Previous 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).
Previous 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.
Previous report
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.
Previous 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.
Reworded paragraphs (38)
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 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.
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 ultimate outcome, benefits and synergies of the proposed merger between Nexstar and TEGNA and timing thereof; the risks and uncertainties of current economic factors that are beyond our control, such as tariffs and other trade barriers, capital markets volatility, sustained inflation and 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
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ from a projection or assumption in any of our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties, including those described in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our other filings with the United States Securities and Exchange Commission (“SEC”). The forward-looking statements made in this Quarterly Report on Form 10-Q are made only as of the date hereof, and we do not have or undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances.
Current wording
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ from a projection or assumption in any of our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties, including those described in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our other filings with the United States Securities and Exchange Commission (the “SEC”). The forward-looking statements made in this Quarterly Report on Form 10-Q are made only as of the date hereof, and we do not have or undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances.
Previous 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.
Current wording
Net revenue decreased 12.3% to $1.2 billion and 6.6% to $3.7 billion during the three and nine months ended September 30, 2025, respectively, compared to the same period in 2024 primarily due to lower political advertising.
Previous 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.
Current wording
Declared and paid dividends of $56 million during the three months ended September 30, 2025 and returned capital to stockholders through repurchases of common stock and dividends of $294 million during the nine months ended September 30, 2025.
Previous wording
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 wording
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 nine months ended September 30, 2025, the Company repaid $157 million of its debt. Refer to Note 7 for additional information on the debt refinancing.
Previous 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.
Current wording
As of September 30, 2025, we also own a 79.7% 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 125 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
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, certain 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 at any time, 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.
Current wording
Mission’s senior secured credit facility, (iii) our power over significant activities affecting the consolidated VIEs’ economic performance, including budgeting for advertising revenue, certain 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 at any time, 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.
Previous wording
The following table sets forth the Company’s operating results (dollars in millions):
Current wording
The following table sets forth the Company’s operating results ($ in millions):
Previous 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.
Current wording
The Company’s revenues decreased 12.3% for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to lower revenues from advertising.
Previous 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.
Current wording
Distribution revenue decreased by $10 million primarily due to the impact of MVPD subscriber attrition and the nonrecurring resolution of a disputed customer claim, offset in part by annual rate escalators and other contractual increases, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations.
Previous 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.
Current wording
Advertising revenue decreased by $146 million, due to a decrease in political advertising by $145 million, as 2025 is not an election year.
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, offset in part by costs associated with the debt refinancing completed in June 2025.
Current wording
Direct operating expenses, consisting primarily of programming, news and technical expenses, and selling, general and administrative expenses decreased by $8 million primarily due recent restructuring initiatives to streamline key lines of business, offset in part by nonrecurring costs related to a disputed customer claim and legal and professional fees related to the proposed merger with TEGNA.
Previous wording
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 wording
Amortization of broadcast rights was $72 million in 2025 compared to $70 million in 2024, primarily due to higher amortization of broadcast rights at The CW of $3 million to $57 million from $54 million, due to mix of programming.
Previous wording
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 wording
Depreciation of property and equipment was $42 million in 2025 compared to $46 million in 2024.
Previous 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.
Current wording
Income from equity method investments, net decreased by $12 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 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.
Current wording
Interest expense, net decreased by $19 million, or 16.8% primarily due to lower interest rates and a reduction in outstanding debt.
Previous wording
The Company’s effective tax rates were 30.0% and 28.9% for each of the respective periods.
Current wording
The Company’s effective tax rates were 32.3% and 26.2% for each of the respective periods.
Previous wording
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 wording
The Company’s revenues decreased 6.6% for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to lower revenues from advertising.
Previous wording
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 wording
Distribution revenue decreased by $11 million primarily due to the impact of MVPD subscriber attrition and the nonrecurring resolution of a disputed customer claim, offset in part by annual rate escalators and other contractual increases, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations.
Previous wording
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 wording
Advertising revenue decreased by $246 million, due to a decrease in political advertising by $213 million, as 2025 is not an election year, and a decrease in non-political revenue of $33 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 $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 wording
Direct operating expenses, consisting primarily of programming, news and technical expenses, and selling, general and administrative expenses decreased by $21 million primarily due to recent restructuring initiatives to streamline key lines of business, offset in part by nonrecurring costs related to a disputed customer claim, legal and professional fees related to the proposed merger with TEGNA and costs associated with the debt refinancing completed in June 2025.
Previous 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.
Current wording
Amortization of broadcast rights was $239 million for the nine months ended September 30, 2025, compared to $226 million for the same period in 2024, an increase of $13 million, primarily due to higher amortization of broadcast rights at The CW of $17 million to $194 million from $177 million, due to increased sports programming in the first quarter.
Previous 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).
Current wording
Depreciation of property and equipment was $126 million for the nine months ended September 30, 2025, compared to $137 million for the same period in 2024 primarily due to certain fully depreciated assets.
Previous 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).
Current wording
There was no significant change in amortization of intangible assets ($226 million in 2025 compared to $225 million in 2024).
Previous wording
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 wording
Income from equity method investments, net decreased by $28 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
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.
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 Broadcast Music Inc.’s sale to New Mountain Capital.
Previous wording
The Company’s effective tax rates were 29.9% and 27.8% for each of the respective periods.
Current wording
The Company’s effective tax rates were 30.5% and 27.2% for each of the respective periods.
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 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 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 June 30, 2025, 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 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 September 30, 2025, the Company was in compliance with the financial covenants contained in the credit agreements governing its senior secured credit facilities.
Previous 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.
Current wording
Any future adverse economic conditions, including those resulting from tariffs and other trade barriers, sustained inflation and 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 $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.
Current wording
Net cash flows provided by operating activities decreased by $138 million during the nine months ended September 30, 2025, compared to the same period in 2024, due primarily to a reduction in net income and changes in operating assets and liabilities primarily reflecting timing of receipts and payments.
Previous 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.
Current wording
Net cash flows used in investing activities increased by $50 million during the nine months ended September 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 $16 million.
Previous 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.
Current wording
Net cash flows used in financing activities decreased by $246 million during the nine months ended September 30, 2025, compared to the same period in 2024. This was primarily due to a decrease in stock repurchases of $298 million partially offset by an increase in debt repayments of $29 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 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.
Current wording
As of September 30, 2025, the Company had total outstanding debt of $6.4 billion, net of unamortized financing costs, discounts and premium, which represented 73.6% 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
We (excluding The CW) guarantee full payment of all obligations incurred under Mission Broadcasting, Inc.’s (“Mission”) senior secured credit facility in the event of its default. Mission is a guarantor of our senior secured credit facility, our 5.625% Notes, due July 2027 and our 4.75% Notes, due November 2028. 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.
Current wording
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 5.625% Notes, due July 2027 and our 4.75% Notes, due November 2028. 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.
Previous wording
The terms of our and Mission’s senior secured credit facilities, as well as the indentures governing our 5.625% Notes, due July 2027 and 4.75% Notes, due November 2028, limit, but do not prohibit us or Mission, from incurring substantial amounts of additional debt in the future. The Company’s senior secured credit facilities and the indentures governing our existing notes may limit the amount of dividends we may pay to stockholders and share repurchases we may make over the term of the agreement.
Current wording
The terms of our and Mission’s senior secured credit facilities, as well as the indentures governing our 5.625% Notes, due July 2027, and 4.75% Notes, due November 2028, limit, but do not prohibit us or Mission, from incurring substantial amounts of additional debt in the future. The Company’s senior secured credit facilities and the indentures governing our existing notes may limit the amount of dividends we may pay to stockholders and share repurchases we may make over the term of the agreements.
Previous wording
The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. Any additional drawings under the senior secured credit facilities will reduce the Company’s future borrowing capacity and the amount of total unused revolving loan commitments. Any future adverse economic conditions, including those resulting from heightened and sustained inflation and higher interest rates, could adversely affect our future operating results and cash flows and may cause us to seek alternative sources of funding, including accessing capital markets, subject to market conditions. Such alternative sources of funding may not be available on commercially reasonable terms or at all.
Current wording
The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. Any additional drawings under the senior secured credit facilities will reduce the Company’s future borrowing capacity and the amount of total unused revolving loan commitments. Any future adverse economic conditions, including those resulting from heightened and sustained inflation and high interest rates, could adversely affect our future operating results and cash flows and may cause us to seek alternative sources of funding, including accessing capital markets, subject to market conditions. Such alternative sources of funding may not be available on commercially reasonable terms or at all.
Previous wording
Our credit agreement contains a covenant which requires us to comply with a maximum consolidated first lien net leverage ratio of 4.25:1.00. 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.
Current wording
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 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 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 September 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 $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.
Current wording
Excludes Issuer’s equity investments of $774 million and $877 million as of September 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 (3)
Current report — wording carried from elsewhere
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
Current report — wording carried from elsewhere
Amortization of intangible assets was $76 million in 2025 compared to $74 million in 2024.
Current report — wording carried from elsewhere
Interest expense, net decreased by $52 million, or 15.3%, primarily due to lower interest rates and a reduction in outstanding debt.