[8-K] Nexstar Media Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Nexstar Media Group, Inc. (NASDAQ: NXST) filed an 8-K to disclose that on June 27, 2025 its wholly-owned subsidiary, Nexstar Media Inc., and variable-interest entity Mission Broadcasting, Inc. completed a comprehensive refinancing of their senior secured credit structure.

New Nexstar Facilities: (1) Term Loan A of $1.905 billion, (2) Term Loan B of $1.300 billion, and (3) a $750 million revolving credit facility. The Term Loan A and revolver mature in five years and price at SOFR + 1.50% (pricing-grid adjusted) with a 0.125%–0.25% upfront fee. The seven-year Term Loan B carries SOFR + 2.50% with a 1.00% original-issue discount.

New Mission Facility: a $75 million revolving credit facility, also five-year tenor, priced at SOFR + 1.50% and the same upfront fee structure.

Initial Borrowings & Use of Proceeds: • Nexstar drew $144 million on its new revolver and, together with proceeds from the new term loans and cash on hand, fully prepaid its prior Term Loan A (due 2027) and Term Loan B (due 2026). • Mission drew $62 million on its new revolver to retire all borrowings under its former revolver.

All prior revolving credit facilities, Term Loan A and Term Loan B have therefore been extinguished and replaced by the facilities outlined above. Complete terms are contained in Amendment No. 7 (Exhibit 10.1) to Nexstar’s 2017 Credit Agreement and Amendment No. 8 (Exhibit 10.2) to Mission’s 2017 Credit Agreement. A press release announcing the refinancing was furnished as Exhibit 99.1 on June 30, 2025.

Key Takeaways for Investors:

• Refinancing refreshes maturities to 2030 (Term Loan A & revolvers) and 2032 (Term Loan B), eliminating near-term debt cliffs in 2026-2027.
• SOFR-based pricing locks spreads but leaves interest expense fully floating.
• Upfront/discount costs are modest (0.125%–1.00%), indicating favorable market access.
• Total committed debt capacity now stands at roughly $4.03 billion across the new facilities.

Positive

• Extended maturities to 2030–2032 eliminate the 2026–27 term-loan wall, reducing near-term refinancing risk.
• Competitive pricing at SOFR + 1.50%/2.50% and minimal upfront fees indicates continued strong lender confidence.

Negative

• All new debt is floating-rate, increasing exposure to SOFR volatility and potential interest-expense rises.

Insights

Financial Analyst

TL;DR: Refinancing extends maturities, modest spreads; materially reduces 2026-27 debt wall, neutral to slightly positive credit profile.

The $4 billion suite of new facilities retires all imminent term loans and refreshes the revolver, pushing principal amortization out five–seven years. Spreads of SOFR + 1.50% (Term A/Revolvers) and + 2.50% (Term B) are in line with large-cap media peers, implying no deterioration in credit standing. An upfront fee below 0.25% and a 1% OID on the Term B signal competitive demand. The initial $144 million revolver draw raises liquidity for closing costs but does not materially add leverage because it replaces existing balances. Overall, the transaction lowers refinancing risk and may marginally reduce weighted-average cash interest, though total expense will track SOFR movements. Impact: moderately positive.

Risk Analyst

TL;DR: Debt now entirely floating-rate; interest-rate risk elevated despite removal of near-term maturities.

While the refinancing pushes out maturities and simplifies the capital stack, every tranche is now SOFR-based. Should short-term rates remain high, interest expense could increase versus the outgoing facilities if those carried LIBOR floors or were partially fixed. The seven-year Term B’s 1% discount adds ~10 bps to effective yield. However, given the elimination of 2026–27 bullets, default-probability curves shorten. Net-net, risk profile shifts from refinancing risk to rate-volatility risk—neutral to credit spreads but dependent on Nexstar’s hedging strategy, which is not disclosed here.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025 (June 27, 2025)

NEXSTAR MEDIA GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-50478	23-3083125
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
545 E. John Carpenter Freeway Suite 700
Irving, Texas				75062
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 373-8800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		NXST		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On June 27, 2025, Nexstar Media Inc. (“Nexstar”), a wholly-owned subsidiary of Nexstar Media Group, Inc. (the “Company”), and Mission Broadcasting, Inc. (“Mission”), a variable interest entity of the Company, have successfully completed refinancings of their revolving credit facilities, Term Loan A and Term Loan B in full (the “Refinancings”). The new credit facilities include (1) a new Nexstar term loan A facility in an aggregate principal amount of $1,905 million (the “2025 Nexstar Term Loan A Facility”), (2) a new Nexstar term loan B facility in an aggregate principal amount of $1,300 million (the “2025 Nexstar Term Loan B Facility”), (3) a new Nexstar revolving credit facility in an aggregate principal amount of $750 million (the “2025 Nexstar Revolving Credit Facility” and together with the 2025 Nexstar Term Loan A Facility and 2025 Nexstar Term Loan B Facility, the “New Nexstar Facilities”) and (4) a new Mission revolving credit facility in an aggregate principal amount of $75 million (the “2025 Mission Revolving Credit Facility”) (collectively, the “New Facilities” and each, a “New Facility”).

Each of the 2025 Nexstar Term Loan A Facility, the 2025 Nexstar Revolving Credit Facility and the 2025 Mission Revolving Credit Facility has a five-year maturity, bears interest at the Secured Overnight Financing Rate (SOFR) for the applicable interest period plus 1.50% per annum (subject to a pricing grid) and priced with an upfront fee of 0.125% or 0.25% for rolled or new commitments. The Nexstar Term Loan B Facility has a seven-year maturity, bears interest at the SOFR for the applicable interest period plus 2.50% per annum and priced with an original issue discount of 1.00%.

The foregoing description is qualified in its entirety by reference to the text of the amended Nexstar credit agreement and the amended Mission credit agreement, as applicable, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is incorporated into this Item 2.03 by reference.

Item 7.01. Regulation FD Disclosure.

On June 30, 2025, the Company issued a press release announcing the completion of the Refinancings. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report. The information included under this Item 7.01 and in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

Concurrently with the closing of the New Nexstar Facilities, Nexstar borrowed $144 million under the 2025 Nexstar Revolving Credit Facility. Nexstar utilized the borrowings under each of the New Nexstar Facilities, together with cash on hand, to prepay all of its outstanding term A loan due June 2027 and term B loan due September 2026.

Concurrently with the closing of the 2025 Mission Revolving Credit Facility, Mission borrowed $62 million under such facility and used the proceeds to prepay all of Mission’s outstanding borrowings under its existing revolving credit facility.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment No.7 dated as of June 27, 2025, to Credit Agreement, dated as of January 17, 2017, by and among Nexstar Media Inc. (f/k/a Nexstar Broadcasting, Inc.), Nexstar Media Group, Inc. Bank of America, N.A. and the several lenders party thereto.
10.2	Amendment No.8 dated as of June 27, 2025, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto.
99.1	Press Release issued on June 30, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NEXSTAR MEDIA GROUP, INC.
Date:	June 30, 2025	By:	/s/ Lee Ann Gliha
		Name:	Lee Ann Gliha
		Title:	Chief Financial Officer
			(Principal Financial Officer)

FAQ

What is the total size of Nexstar's new credit facilities?

$3.955 billion—$1.905 bn Term Loan A, $1.300 bn Term Loan B, and a $750 mn revolver.

How long are the maturities on the new Nexstar loans?

Term Loan A and the revolver mature in 5 years; Term Loan B matures in 7 years.

What interest rates will the new facilities bear?

Term Loan A, Nexstar and Mission revolvers: SOFR + 1.50%; Term Loan B: SOFR + 2.50%.

How were the proceeds from the new debt used?

They fully prepaid Nexstar’s prior Term Loan A (2027) and Term Loan B (2026) and Mission’s previous revolver borrowings.

Did the refinancing affect Nexstar’s ticker symbol or exchange listing?

No. Nexstar continues to trade as NXST on the NASDAQ Global Select Market.