NEXSTAR MEDIA GROUP, INC.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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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.
Jun 30, 2026 · Filed Aug 7, 2026
NXST$190.02+1.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001193125-26-212539
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001193125-26-339827
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 77 previous paragraphs and 87 current paragraphs.
52 unchanged; 19 reworded; 11 added; 6 removed; 0 previous and 5 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 (11)
Current report
Six Months Ended June 30, 2026 Highlights
Current report
Refinanced the 5.625% Notes due 2027 with $1,725 million of 7.25% senior unsecured notes due 2034. During the three and six months ended June 30, 2026, the Company also repaid $409 million and $437 million, respectively, of its debt.
Current report
The Company’s reportable segments are Broadcast and TEGNA. Our Broadcast segment includes (i) television stations and related local websites owned, operated, programmed or provided sales and other services to by Nexstar (excluding TEGNA) in markets throughout the United States, (ii) NewsNation, a national cable news network, (iii) two owned and operated multicast networks and other multicast network services, and (iv) WGN-AM, a Chicago radio station. The TEGNA segment includes its owned and operated television stations, the Premion advertising platform, and its multicast and podcast networks. TEGNA became a reportable segment in the second quarter of 2026 following Nexstar’s acquisition on March 19, 2026.
Current report
Advertising revenue increased $387 million, primarily reflecting $331 million of incremental revenue from the acquisition of TEGNA and a $75 million increase in political advertising at our Broadcast business units, as 2026 is an election year, and a decrease in non-political revenue of $10 million due to political crowd-out and the ongoing market softness. In total, political advertising revenue was $147 million for the current year compared to $9 million in the prior year.
Current report
Amortization of broadcast rights increased $8 million, primarily due to incremental amortization of the acquired TEGNA business.
Current report
Interest expense, net increased $93 million, or 95.9%, primarily due to interest incurred on new borrowings in connection with the Merger and the refinancing of certain existing indebtedness, offset in part by a decrease in interest on debt repayments.
Current report
Six Months Ended June 30, 2026 Compared to the Same Period in 2025
Current report
The Company’s revenues increased $927 million, or 37.7%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to $803 million of incremental revenue from our acquisition of TEGNA and a $140 million increase in revenues from our Broadcast business units.
Current report
Advertising revenue increased $475 million, reflecting $382 million of incremental revenue from the acquisition of TEGNA and a $110 million increase in political advertising at our Broadcast business units, as 2026 is an election year, and a decrease in non-political revenue of $7 million due to political crowd-out and the ongoing market softness. In total, political advertising revenue was $194 million for the current year compared to $15 million in the prior year.
Current report
Direct operating expenses, consisting primarily of programming, news and technical, and selling, general and administrative expenses increased $696 million, driven primarily by $576 million of incremental operating expenses of the acquired TEGNA business, acquisition-related and other nonrecurring expenses of $95 million and an increase in stock-based compensation from certain accelerated TEGNA awards due to terminations of $18 million.
Current report
Interest expense, net increased $115 million, or 59.3%, primarily due to interest incurred on new borrowings in connection with the Merger and the refinancing of certain existing indebtedness, offset in part by a decrease in interest from debt repayments.
Removed paragraphs (6)
Previous report
Three Months Ended March 31, 2026 Highlights
Previous report
NM – Not meaningful.
Previous report
Advertising revenue increased $88 million, reflecting $51 million of incremental revenue from the acquisition of TEGNA and a $35 million increase in political advertising at our legacy stations to $41 million, as 2026 is an election year.
Previous report
Interest expense, net increased $23 million, or 23.7% primarily due to $22 million of one-time commitment and funding fees associated with the temporary bridge loans in connection with the acquisition of TEGNA and the refinancing of certain TEGNA indebtedness.
Previous report
On April 2, 2026, Nexstar issued $1,725 million of 7.25% Notes due 2034 at par. The notes pay interest semiannually on April 15 and October 15 each year and mature on April 15, 2034. Net proceeds were used to redeem Nexstar’s 5.625% Notes due 2027 and to pay related fees and expenses.
Previous report
On April 30, 2026, Nexstar repaid in full the $150 million Term Loan A due 2027.
Reworded paragraphs (19)
Previous wording
Net revenue increased 13.1% to $1.4 billion during the three months ended March 31, 2026, compared to the same period in 2025.
Current wording
Net revenue increased 62.2% to $2.0 billion and 37.7% to $3.4 billion during the three and six months ended June 30, 2026, respectively, compared to the same period in 2025.
Previous wording
Returned approximately $56 million of capital to shareholders through dividends.
Current wording
Returned approximately $113 million of capital to shareholders through dividends.
Previous wording
As of March 31, 2026, we also own an 80.8% ownership interest in The CW, the fifth major broadcast network in the U.S.; NewsNation, a national cable news network; Premion, a connected TV and over-the-top advertising platform; four multicast networks, Antenna TV, REWIND TV, True Crime and Quest; multicast network services provided to third parties; Locked On Podcast Network (“Locked On”), a network of sports podcasts; BestReviews LLC (“BestReviews”), a leading consumer product recommendations company; and a 31.3% ownership stake in TV Food Network. Our digital assets include 176 local websites and 292 mobile applications across local stations, NewsNation, The Hill, BestReviews, Locked On and True Crime. The portfolio also includes 160 connected television applications and 61 free ad-supported television channels.
Current wording
As of June 30, 2026, we also own an 81.1% ownership interest in The CW, the fifth major broadcast network in the U.S.; NewsNation, a national cable news network; Premion, a connected TV and over-the-top advertising platform; four multicast networks, Antenna TV, REWIND TV, True Crime and Quest; multicast network services provided to third parties; Locked On Podcast Network (“Locked On”), a network of sports podcasts; BestReviews LLC (“BestReviews”), a leading consumer product recommendations company; and a 31.3% ownership stake in TV Food Network. Our digital assets include 176 local websites and 292 mobile applications across local stations, NewsNation, The Hill, BestReviews, Locked On and True Crime. The portfolio also includes 160 connected television applications and 54 free ad-supported television channels.
Previous wording
The Company’s revenues increased 13.1% for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to $106 million incremental revenue from our acquisition of TEGNA and higher advertising and distribution revenues from our legacy business units.
Current wording
The Company’s revenues increased by $764 million, or 62.2%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to $697 million of incremental revenue from our acquisition of TEGNA and an $86 million increase in revenues from our Broadcast business units.
Previous wording
Direct operating expenses, consisting primarily of programming, news and technical, and selling, general and administrative expenses increased $130 million, driven primarily by $74 million of incremental operating expenses of the acquired TEGNA business, $38 million in nonrecurring expenses related to the acquisition.
Current wording
Direct operating expenses, consisting primarily of programming, news and technical, and selling, general and administrative expenses increased $567 million, driven primarily by $503 million of incremental operating expenses of the acquired TEGNA business, acquisition-related and other nonrecurring expenses of $53 million and an increase in stock-based compensation from certain accelerated TEGNA awards due to terminations of $18 million.
Previous wording
Depreciation and amortization of intangible assets increased $4 million, primarily due to incremental depreciation and amortization associated with the acquisition of TEGNA.
Current wording
Depreciation and amortization of intangible assets increased $40 million, primarily due to incremental depreciation and amortization associated with the acquisition of TEGNA.
Previous wording
Income from equity method investments, net decreased $4 million, or 50.0%, primarily due to a decline in TV Food Network’s net income resulting from lower revenue.
Current wording
Income from equity method investments, net decreased $8 million, or 72.7%, primarily due to a decline in TV Food Network’s net income resulting from lower revenue.
Previous wording
Distribution revenue increased $75 million, driven primarily by $54 million of incremental revenue from the acquisition of TEGNA and higher revenue from our legacy business units due to annual rate escalators and other contractual increases, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations, offset in part by the impact of MVPD subscriber attrition.
Current wording
Distribution revenue increased $459 million, driven primarily by $416 million of incremental revenue from the acquisition of TEGNA and a $40 million increase in revenue from our Broadcast business units due to annual rate escalators and other contractual increases, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations, offset in part by the impact of MVPD subscriber attrition.
Previous wording
Amortization of broadcast rights decreased $16 million, primarily due to lower amortization of broadcast rights at The CW of $17 million to $56 million in 2026 from $73 million in 2025, offset in part by an increase from the acquisition of TEGNA.
Current wording
Amortization of broadcast rights decreased $9 million, primarily due to lower amortization of broadcast rights at The CW of $18 million to $119 million in 2026 from $137 million in 2025, offset in part by an $11 million incremental amortization from the acquisition of TEGNA.
Previous wording
The Company’s effective tax rates were (4.6%) and 29.7% for each of the respective periods. As a result of the TEGNA acquisition, the Company revalued the historical net deferred tax liability to reflect a lower federal/state blended tax rate resulting from the consolidation. This resulted in a tax benefit of approximately $47 million, or a 30.6% decrease to the effective tax rate. Permanent differences, including losses related to the minority interest in The CW, and excess benefit from vesting of restricted stock units resulted in a 3.4% decrease to the effective tax rate.
Current wording
The Company’s effective tax rates were 17.3% and 29.9% for each of the respective periods. As a result of the TEGNA acquisition, the Company remeasured the historical net deferred tax liability to reflect a lower federal/state blended tax rate resulting from the consolidation. This resulted in a discrete tax benefit of approximately $47 million, or a 14.2% decrease to the effective tax rate. These decreases were partially offset by an increase in the valuation allowance which resulted in a 2.9% increase to the effective tax rate.
Previous wording
Net cash flows provided by operating activities decreased $48 million during the three months ended March 31, 2026, compared to the same period in 2025 due primarily to higher net income and changes in operating assets and liabilities primarily reflecting timing of receipts and payments.
Current wording
Net cash flows provided by operating activities increased $3 million during the six months ended June 30, 2026, compared to the same period in 2025, due primarily to higher 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 $3,252 million during the three months ended March 31, 2026, compared to the same period in 2025, primarily due to the $3,341 million payment for the acquisition of TEGNA’s equity (net of cash acquired), partially offset by the proceeds from certain cash assets of $51 million and a decrease in capital expenditures of $13 million.
Current wording
Net cash flows used in investing activities increased $3,254 million during the six months ended June 30, 2026, compared to the same period in 2025, primarily due to the $3,341 million payment for the acquisition of TEGNA’s equity (net of cash acquired), partially offset by the proceeds from certain cash assets of $55 million.
Previous wording
Net cash flows provided by financing activities increased $3,347 million during the three months ended March 31, 2026, compared to the same period in 2025. This was primarily due to net additional borrowings to finance the acquisition of TEGNA of $3,355 million, as well as $18 million of cash paid for shares withheld for taxes and $85 million payments for debt financing costs, partially offset by and a $75 million decrease in stock repurchases. During the quarter, the net cash flows provided by financing activities includes the temporary incurrence and repayment of $3,961 million of term and bridge loans to facilitate the closing of the acquisition of TEGNA.
Current wording
Net cash flows provided by financing activities increased $3,099 million during the six months ended June 30, 2026, compared to the same period in 2025. This was primarily due to net additional borrowings to finance the acquisition of TEGNA, refinance certain existing debt and loan repayments of $3,107 million, as well as $18 million cash paid for shares withheld for taxes and $107 million payments for debt financing costs, partially offset by a $125 million decrease in stock repurchases.
Previous wording
As of March 31, 2026, the Company had total outstanding debt of $12.2 billion, net of unamortized financing costs, discounts and premium, which represented 84.9% 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 June 30, 2026, the Company had total outstanding debt of $11.7 billion, net of unamortized financing costs, discounts and premium, which represented 83.8% 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’s senior secured credit facility in the event of its default. Mission is a guarantor of our senior secured credit facility, our senior secured notes and senior unsecured notes. 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 senior secured notes and our senior unsecured notes. 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 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 March 31, 2026, 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 senior secured notes and senior unsecured notes 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 terms of Nexstar’s credit agreement, the maximum permitted covenant ratio may be increased, at Nexstar’s election, from 4.25:1.00 to 4.75:1.00 for the fiscal quarter in which a Material Transaction (as defined therein) is consummated and the following three consecutive fiscal quarters, subject to a maximum of two such elections during the term of the facility. In connection with its acquisition of TEGNA, Nexstar first elected this increase in the covenant ratio beginning in the first quarter of 2026 and will remain in effect through December 31, 2026. 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 June 30, 2026, 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 senior secured notes and senior unsecured notes 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
Nexstar Media Inc. is the issuer of 5.625% Notes due 2027, 4.75% Notes due 2028, 6.50% Secured Notes due 2033 and 7.25% Notes due 2034, TEGNA is the issuer of 5.00% Notes due 2029, and Belo Corp. is the issuer of, and TEGNA and Nexstar Media Group are co-obligors of, 7.75% Notes due 2027 and 7.25% Notes due 2027 (together, Nexstar Media Inc., TEGNA and Belo Corp. are referred to as the “Issuer”). These notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar Media Group, Inc. (“Parent”), Mission (a consolidated VIE) and the Subsidiary Guarantors (as defined below). The Issuer, Subsidiary Guarantors, Parent and Mission are collectively referred to as the “Obligor Group” for the notes. “Subsidiary Guarantors” refers to certain of the Issuer’s restricted subsidiaries (excluding The CW) that guarantee these notes. The guarantees of the notes are subject to release in limited circumstances upon the occurrence of certain customary conditions set forth in the applicable indentures. The notes are not registered with the SEC.
Current wording
Nexstar Media Inc. is the issuer of 4.75% Notes due 2028, 6.50% Secured Notes due 2033 and 7.25% Notes due 2034, TEGNA is the issuer of 5.00% Notes due 2029, and Belo Corp. is the issuer of, and TEGNA and Nexstar Media Group, Inc. are co-obligors of, 7.75% Notes due 2027 and 7.25% Notes due 2027 (together, Nexstar Media Inc., TEGNA and Belo Corp. are referred to as the “Issuer”). These notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar Media Group, Inc. (“Parent”), Mission (a consolidated VIE) and the Subsidiary Guarantors (as defined below). The Issuer, Subsidiary Guarantors, Parent and Mission are collectively referred to as the “Obligor Group” for the notes. “Subsidiary Guarantors” refers to certain of the Issuer’s restricted subsidiaries (excluding The CW) that guarantee these notes. The guarantees of the notes are subject to release in limited circumstances upon the occurrence of certain customary conditions set forth in the applicable indentures. The notes are not registered with the SEC.
Previous wording
Excludes the assets and liabilities of The CW as it is not a guarantor of the 4.75% Notes due 2028, 5.625% Notes due 2027, and 6.50% Secured Notes due 2033.
Current wording
Excludes the assets and liabilities of The CW as it is not a guarantor of Nexstar Media Inc.’s 4.75% Notes due 2028, 6.50% Secured Notes due 2033 and 7.25% Notes due 2034; TEGNA’s 5.00% Notes due 2029; and Belo Corp.’s 7.75% Notes due 2027 and 7.25% Notes due 2027.
Previous wording
Excludes Issuer’s equity investments of $367 million and $396 million as of March 31, 2026 and December 31, 2025, respectively, in unconsolidated investees. These unconsolidated investees do not guarantee the notes. For additional information on equity investments, refer to Note 5 to our Condensed Consolidated Financial Statements.
Current wording
Excludes Issuer’s equity investments of $387 million and $396 million as of June 30, 2026 and December 31, 2025, respectively, in unconsolidated investees. These unconsolidated investees do not guarantee the notes. For additional information on equity investments, refer to Note 5 to our Condensed Consolidated Financial Statements.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Distribution revenue increased $383 million, primarily reflecting $362 million of incremental revenue from the acquisition of TEGNA and a $21 million increase in revenue from our Broadcast business units due to annual rate escalators and other contractual increases, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations, offset in part by the impact of MVPD subscriber attrition.
Current report — wording carried from elsewhere
The Company’s effective tax rates were 36.2% and 30.0% for each of the respective periods. An increase in the valuation allowance resulted in a 4.9% increase to the effective tax rate. Permanent differences, including non-deductible transaction costs and reduced excess benefits from vesting of restricted stock units, resulted in a 2.2% increase to the effective tax rate.
Current report — wording carried from elsewhere
Depreciation and amortization of intangible assets increased $45 million, primarily due to incremental depreciation and amortization associated with the acquisition of TEGNA.
Current report — wording carried from elsewhere
Income from equity method investments, net decreased $12 million, or 63.2%, primarily due to a decline in TV Food Network’s net income resulting from lower revenue.
Current report — wording carried from elsewhere
The Company calculates its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusts the provision for discrete tax items recorded in the period. Future changes in the forecasted annual income projections could result in significant adjustments to quarterly income tax expense in future periods.