Every 8-K that Nexstar Media Group, Inc. (NXST) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NXST and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NXST filings page.
Nexstar Media Group, Inc. declared a quarterly cash dividend of $1.86 per share on its outstanding common stock. The dividend will be paid on August 28, 2026 to stockholders of record on August 14, 2026.
The company states that it intends to continue paying regular quarterly cash dividends for the foreseeable future, while emphasizing that each future dividend, including any potential increases, will be reviewed and declared at the discretion of the Board of Directors.
Nexstar Media Group, Inc. reported that shareholders approved all proposals at the 2026 Annual Meeting. Of 30,538,965 common shares outstanding as of April 20, 2026, 28,662,649 shares were present or represented by proxy, establishing a quorum.
All nine director nominees received majority support, with most candidates receiving over 24 million votes in favor. Shareholders also approved, on an advisory basis, the compensation of named executive officers, ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved the 2026 Long-Term Omnibus Incentive Plan.
Nexstar Media Group filed an amended report to add full financial details for its acquisition of TEGNA Inc. and show how the combined company would have looked historically. The deal valued TEGNA at $3.7 billion, or $22 per share, and generated preliminary goodwill of $2,136 million.
Pro forma combined net revenue was $7,658 million for the year ended December 31, 2025, with net income attributable to Nexstar of $40 million, or diluted EPS of $0.75. For the three months ended March 31, 2026, pro forma revenue was $2,007 million and net income attributable to Nexstar was $98 million, or diluted EPS of $2.95.
The acquisition was funded with multiple new debt facilities, including a $1,750 million Term Loan B due 2033 and $3,390 million in Senior Secured Notes due 2033, and by repaying or refinancing several TEGNA notes. Nexstar also committed to divest six television stations within two years to satisfy FCC conditions. A federal court has issued a preliminary injunction limiting further integration of Nexstar and TEGNA, which Nexstar is appealing.
Nexstar Media Group reported strong first quarter 2026 results and closed its acquisition of TEGNA Inc. on March 19, 2026 after FCC and DOJ approvals. Net revenue rose to $1.40 billion, up 13.1% from $1.23 billion a year earlier, with record first quarter net revenue. Net income increased to $160 million, up 64.9%, and Adjusted EBITDA grew to $470 million, up 23.4%, as margins improved.
Adjusted Free Cash Flow was $420 million, up 20.7%. In the quarter, Nexstar used cash and operating flow to repay $28 million of debt, pay $56 million in dividends, and complete the TEGNA acquisition for $3.66 billion. Consolidated debt rose to $12.2 billion with a pro forma first lien net leverage ratio of 2.94x versus a 4.75x covenant test. The company notes ongoing legal proceedings challenging the TEGNA deal and outlines potential adverse outcomes, while continuing to operate under a hold-separate order.
Nexstar Media Group, Inc. announced that its Board of Directors has declared a quarterly cash dividend of $1.86 per share on its common stock. The dividend will be paid on May 29, 2026 to stockholders recorded as of May 15, 2026.
The company states that it intends to continue paying regular quarterly dividends for the foreseeable future, but each future dividend will be reviewed and declared at the Board’s discretion, including any potential increases.
Nexstar Media Group’s subsidiary Nexstar Media Inc. entered into a material definitive agreement and issued $1,725 million of 7.250% Senior Notes due 2034 in a private offering. The notes are senior unsecured obligations guaranteed by the parent company and certain restricted subsidiaries.
The Issuer used the proceeds to redeem its 5.625% Senior Notes due 2027 and pay related fees and expenses. The new notes pay 7.250% interest semiannually starting October 15, 2026, include optional redemption features, and require a 101% cash repurchase offer to holders after a defined change of control repurchase event.
Nexstar Media Group’s subsidiary Nexstar Media Inc. issued $3,390 million of 6.500% Senior Secured Notes due 2033 in a private offering. The notes, guaranteed on a senior secured basis by Nexstar and certain subsidiaries, carry semiannual interest and multiple early redemption options, including make-whole and equity-funded redemptions before March 15, 2029.
Proceeds, together with cash on hand, were used to repay approximately $1.2 billion of bridge borrowings tied to the TEGNA acquisition, refinance an existing $2,750 million incremental term loan B facility (with help from a new $1,750 million incremental term loan B facility), fund the purchase of approximately $1,000 million of TEGNA’s 5.00% senior notes due 2029, and pay related fees. Nexstar also redeemed all of TEGNA’s 4.625% Senior Notes due 2028 and fully repaid and terminated a bridge credit facility of up to $2,390 million, consolidating its post-acquisition capital structure into longer-term secured debt.
Nexstar Media Group is arranging major long-term financing and sharing detailed merger impacts. Its subsidiary Nexstar Media Inc. plans a private offering of $3,390 million senior secured notes due 2033 and $1,725 million senior unsecured notes due 2034 to institutional investors under Rule 144A/Reg S. Secured note proceeds, plus cash, are earmarked to repay bridge and term loan borrowings, purchase TEGNA 5.000% notes due 2029, and fund fees and the TEGNA acquisition, while unsecured note proceeds will redeem 5.625% notes due 2027 and related costs.
Nexstar also confirms that on March 19, 2026, TEGNA became its wholly owned subsidiary in a cash merger where each TEGNA share received $22, implying a preliminary purchase price of about $3,656 million for 165.9 million shares and awards. The filing provides extensive unaudited pro forma condensed combined financial statements and supplemental combined data for 2024–2025, illustrating how the merged company’s balance sheet, income statement, goodwill and intangible assets might look after applying acquisition accounting, new debt, and tax effects. Management emphasizes these figures are preliminary, for information only, and not predictions of future results.
Nexstar Media Group completed its previously announced acquisition of TEGNA Inc. on March 19, 2026, making TEGNA a wholly owned subsidiary. Each share of TEGNA common stock was converted into the right to receive $22.00 in cash, excluding certain treasury, subsidiary and appraisal shares.
To finance the transaction, Nexstar’s subsidiary entered into a $2,390 million senior first-lien bridge facility, a new $150 million term loan A facility and a $2,750 million term loan B facility, with SOFR-based interest and maturities ranging from 364 days to seven years. Proceeds, together with $200 million drawn on the bridge facility, funded a portion of the cash consideration, repaid certain TEGNA debt and covered transaction expenses.
The acquisition received approvals from the FCC and U.S. Department of Justice. Nexstar committed to expand local news investment, offer certain distributors retransmission extensions at existing rates until November 30, 2026, divest six stations within two years under specified conditions, and promote nondiscrimination and equal employment opportunity. Nexstar also reported about 94% participation in an early tender of TEGNA’s 5.000% senior notes due 2029, enabling amendments that remove or modify several covenants and events of default.
Nexstar Media Group reported weaker fourth quarter and full-year 2025 results as political advertising and an equity investment impairment weighed on earnings. Q4 net revenue was $1.29 billion, down 13.4% from $1.49 billion, with advertising revenue falling 27.6% as political ads dropped by $233 million to $21 million.
The company posted a Q4 net loss of $170 million versus net income of $229 million a year earlier, driven largely by a $381 million impairment on its 31.3% stake in TV Food Network and higher one-time costs tied to the proposed TEGNA acquisition. Full-year net revenue was $4.95 billion, down 8.5%, and net income fell to $83 million from $683 million, while 2025 Adjusted EBITDA declined to $1.56 billion from $2.00 billion.
Nexstar ended 2025 with $280 million of cash and $6.33 billion of debt, and a first lien net leverage ratio of 1.71x. It returned $351 million to shareholders and repaid $185 million of debt in 2025. For 2026, management issued standalone Adjusted EBITDA guidance of $1.95 billion to $2.05 billion and continues to pursue its proposed $6.2 billion acquisition of TEGNA, anticipated to close in the second half of 2026 subject to approvals.
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.
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.
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.
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.
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.
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.
Nexstar Media Group (NASDAQ: NXST) filed a Form 8-K announcing that its Board of Directors has approved a regular quarterly cash dividend of $1.86 per share. The dividend will be paid on August 29, 2025 to shareholders of record as of August 15, 2025. No other material items, financial results or strategic actions were reported in this filing.