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Nexstar Media Group Inc SEC Filings

NXST Nasdaq

Welcome to our dedicated page for Nexstar Media Group SEC filings (Ticker: NXST), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The Nexstar Media Group, Inc. (NASDAQ: NXST) SEC filings page provides direct access to the company’s official disclosures filed with the U.S. Securities and Exchange Commission. As a diversified media company and America’s largest local television broadcasting group, Nexstar uses its filings to report financial performance, material agreements, governance decisions, and regulatory milestones affecting its television and digital operations.

Investors can review current reports on Form 8-K in which Nexstar announces quarterly and other financial results, including net revenue, net income, Adjusted EBITDA, cash flow metrics, and definitions and reconciliations for non-GAAP measures such as Adjusted EBITDA, Free Cash Flow, and Adjusted Free Cash Flow. Other 8-K filings describe capital structure and financing actions, such as the June 27, 2025 refinancing of term loans and revolving credit facilities for Nexstar Media Inc. and Mission Broadcasting, Inc.

Filings also detail corporate transactions and governance matters. An 8-K dated August 18, 2025 outlines the Agreement and Plan of Merger under which a Nexstar subsidiary will merge with TEGNA Inc., including the cash consideration for TEGNA stockholders, required antitrust and Federal Communications Commission approvals, and termination rights and fees. Additional 8-Ks describe subsequent regulatory steps, such as a Second Request from the U.S. Department of Justice and FCC license transfer applications, as well as expectations for the merger’s completion subject to those conditions.

Nexstar’s SEC documents further cover board and executive actions, including annual meeting results, advisory votes on executive compensation, auditor ratification, and executive employment agreements. For example, an 8-K dated October 28, 2025 summarizes an amended executive employment agreement with the company’s Chairman and Chief Executive Officer, including term, compensation structure, severance provisions, and post-employment covenants.

On Stock Titan, these filings are updated as they appear on EDGAR and are paired with AI-generated summaries that highlight key terms, financial figures, and contractual conditions. This allows readers to quickly understand the main points of Nexstar’s 8-Ks and related documents while retaining the ability to review the full text for detailed analysis.

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Nexstar Media Group, Inc. announced that its Board of Directors has declared a quarterly cash dividend of $1.86 per share on its outstanding common stock. The company states that the dividend will be paid on February 27, 2026 to stockholders of record as of February 13, 2026.

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Nexstar Media Group (NXST) filed its Q3 2025 10-Q, showing lower year-over-year results alongside a pending acquisition of TEGNA. Net revenue was $1,198 million versus $1,366 million a year ago. Income from operations was $175 million versus $335 million. Net income attributable to Nexstar was $70 million, with diluted EPS of $2.14 versus $5.27.

For the nine months, net revenue was $3,660 million versus $3,920 million, and diluted EPS was $8.57 versus $13.96. Cash and cash equivalents were $236 million, total debt outstanding was $6,359 million, and total stockholders’ equity was $2,267 million. Net cash provided by operating activities was $701 million.

Strategic update: On August 18, 2025, Nexstar agreed to acquire TEGNA for $22 per share in cash, with an estimated total purchase price of $5.8 billion, including refinancing of certain TEGNA debt, and up to $5.725 billion of committed financing. Closing is subject to stockholder and regulatory approvals and customary conditions. Nexstar refinanced its credit facilities on June 27, 2025, establishing new revolving lines and term loans bearing interest at SOFR plus stated spreads.

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Nexstar Media Group reported that it issued a press release announcing financial results for the quarter ended September 30, 2025.

The press release is attached as Exhibit 99.1, providing the full details of Nexstar’s Q3 2025 performance.

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Nexstar Media Group reported a regulatory update on its planned merger with TEGNA. On October 30, 2025, both companies received a DOJ Second Request, which extends the Hart-Scott-Rodino waiting period until 30 days after each party substantially complies, unless ended earlier by the DOJ or extended by agreement.

The companies stated they will continue cooperating with the DOJ’s review and still expect to complete the merger by the second half of 2026. Closing remains subject to HSR waiting period termination or expiration and other conditions specified in the merger agreement.

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Nexstar Media Group (NXST) amended and extended CEO Perry A. Sook’s employment agreement. The agreement runs from April 1, 2026 through March 31, 2029, with automatic one-year renewals thereafter. Mr. Sook will receive a $3,000,000 annual base salary, be eligible for a target annual bonus equal to 200% of base salary, and may receive annual long‑term equity incentive awards at the Compensation Committee’s discretion. The Company will reimburse up to $500,000 for personal aircraft use during the term.

Upon a Qualifying Termination, Mr. Sook would receive 200% of base salary, 200% of target annual bonus, plus $31,000. If employment ends due to death or Disability, he is entitled to a pro‑rata target bonus. In both cases, equity awards fully vest, with performance awards vesting at the greater of target or actual performance. The agreement includes a one‑year post‑employment non‑compete and a perpetual non‑disclosure obligation. The Company furnished a press release announcing the extension.

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Nexstar Media Group, Inc. (NXST) declared a quarterly cash dividend of $1.86 per share. The Board approved the dividend, which will be paid on November 26, 2025 to stockholders of record on November 12, 2025.

This routine cash return signals ongoing capital distribution to shareholders. Timing matters: investors must be on the share register by the record date to receive the payment.

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Initial beneficial ownership filing by Dan Lanzano, President, National Advertising Sales at Nexstar Media Group (NXST). The Form 3 reports 2,856 unvested restricted stock units (RSUs) that convert to one share each at vesting: 1,125, 606, and 1,125 from three separate awards. Awards include grants dated May 23, 2024 and March 24, 2025, with scheduled vesting in annual installments through May 23, 2028 and March 24, 2028. The RSUs have no expiration but unvested units are forfeited on termination unless a company change of control occurs.

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Ellen Tobi Johnson, a director of Nexstar Media Group (NXST), had 571 time-based restricted stock units (RSUs) that vested on October 1, 2025 and converted into 571 shares of Nexstar common stock at a $0 conversion price. The filing shows the RSUs were originally awarded on October 1, 2024 and have no expiration, but any unvested RSUs would be forfeited if the reporting person ceases to be a director for reasons other than a change of control. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Johnson on October 2, 2025.

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Michael Biard, President & COO of Nexstar Media Group (NXST), reported insider transactions dated 08/21/2025. He had 6,250 time-based RSUs vest and those RSUs converted into 6,250 shares of common stock at no cost, bringing his total direct beneficial ownership to 13,468 shares after the acquisition. Separately, he disposed of 2,460 shares at a price of $204.84, leaving him with 11,008 shares held directly.

The filing notes the original award was 25,000 RSUs granted on August 21, 2023, with 6,250 RSUs vesting each anniversary through August 21, 2027. The RSUs do not expire but unvested portions are forfeited if employment terminates for reasons other than a change in control. The form was signed by an attorney-in-fact on 08/22/2025.

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Nexstar Media Group, Inc. filed an 8-K reporting a material agreement: an Agreement and Plan of Merger dated August 18, 2025 among Nexstar, its subsidiary Teton Merger Sub, Inc., and TEGNA Inc. The filing also attaches a press release and an investor presentation both dated August 19, 2025, plus the cover page interactive XBRL file. The form is signed by Lee Ann Gliha, Chief Financial Officer, in her capacity as principal financial officer.

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FAQ

What is the current stock price of Nexstar Media Group (NXST)?

The current stock price of Nexstar Media Group (NXST) is $231.18 as of February 15, 2026.

What is the market cap of Nexstar Media Group (NXST)?

The market cap of Nexstar Media Group (NXST) is approximately 7.0B.

NXST Rankings

NXST Stock Data

7.01B
31.26M
Broadcasting
Television Broadcasting Stations
Link
United States
IRVING

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