Nexstar Media Group, Inc. filings document the regulatory record for a diversified broadcast and digital media company. Recent 8-K reports cover quarterly operating results, dividend declarations, material agreements, senior secured and unsecured notes issued by wholly owned subsidiary Nexstar Media Inc., related guarantees, refinancing activity, and capital-structure changes connected to the completed TEGNA acquisition.
The company’s proxy materials disclose board and governance matters, executive compensation, stockholder voting items, and compensation-versus-performance information. Nexstar’s filings also describe risk factors, debt obligations, shareholder-return actions, and formal material-event disclosures for its television, digital media, and network-content operations.
Nexstar Media Group director Charles Thomas McMillen received 905 restricted stock units (RSUs). The RSUs were granted on March 19, 2026 and each RSU will convert into one share of Nexstar common stock when it vests. All 905 RSUs are scheduled to fully vest on March 19, 2027, and McMillen’s direct RSU holdings reported after this grant total 905 units. The RSUs have no stated expiration, but any unvested units will be forfeited if he ceases to be a director for reasons other than a company change of control.
NEXSTAR MEDIA GROUP, INC. director Ellen Tobi Johnson received a grant of 905 restricted stock units on March 19, 2026. Each RSU converts into one share of Nexstar common stock at vesting. All 905 RSUs will fully vest on March 19, 2027, and any unvested RSUs are forfeited if she ceases to be a director other than in a company change of control.
Nexstar Media Group director Jay M. Grossman received a compensation grant of 905 restricted stock units (RSUs). The award was granted on March 19, 2026 and represents the right to receive 905 shares of Nexstar common stock if the units vest.
Each RSU converts into one share of common stock on the vesting date. All 905 RSUs are scheduled to fully vest on March 19, 2027, provided Grossman continues serving as a director. Any unvested RSUs are forfeited if he ceases to be a director for reasons other than a company change of control.
Nexstar Media Group director Bernadette S. Aulestia received a grant of 905 restricted stock units (RSUs). Each RSU will convert into one share of Nexstar common stock when it vests. All 905 RSUs are scheduled to fully vest on March 19, 2027, and any unvested units are forfeited if she stops serving as a director other than in a company change of control.
Nexstar Media Group director D. Geoffrey Armstrong received a grant of 905 restricted stock units (RSUs) as equity compensation. The award was made on March 19, 2026 and represents a right to receive an equivalent number of Nexstar common shares if vesting conditions are met.
All 905 RSUs are scheduled to fully vest on March 19, 2027. Each RSU converts into one share of common stock at vesting. The RSUs have no fixed expiration date, but any unvested portion will be forfeited if Armstrong ceases to be a director for any reason other than a company change of control.
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 EVP of Government Relations Robert S. Weaver filed an initial ownership report showing equity awards in the form of restricted stock units. He holds 5,000 time-based RSUs and 5,000 target performance-based RSUs, all awarded on March 24, 2025.
The time-based RSUs vest in three installments of 1,667, 1,666 and 1,667 units on March 24, 2026, 2027 and 2028. The performance-based units vest in tranches of 1,250, 1,250 and 2,500 units on the same dates, with between 0% and 150% of target shares ultimately earned based on pre-established company performance metrics. Unvested awards are forfeited if employment ends other than in a change of control, and each vested unit converts into one share of common stock.
Nexstar Media Group was notified by the Communications Workers of America that the union intends to independently solicit shareholders in support of five governance proposals at the 2026 Annual Meeting. The CWA alleges shortcomings including lack of an independent board chair, delay tied to the CEO's employment agreement, concerns about the proposed TEGNA transaction, and disputes over the company's handling of union recognition. The Participants say they will file a definitive proxy statement and proxy card and make materials available to shareholders.
Nexstar Media Group CEO Perry A. Sook reported equity award activity and related tax withholding. On March 2, 2026, 36,949 target performance-based restricted stock units vested and were converted into 66,508 shares of common stock after the company determined 180% of the target PSUs were earned. On March 3, 2026, 26,171 shares of common stock were disposed of at $243.55 per share to cover tax obligations, a transaction categorized as payment of tax liability by delivering securities rather than an open-market sale. Following these transactions, Mr. Sook directly owned 886,809 shares of common stock and 36,950 target PSUs remain scheduled to vest on March 3, 2027 into 66,510 shares. In addition, 975,956 shares of common stock are owned indirectly through PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.