Nexstar Media Group Reports Third Quarter Net Revenue of $1.20 Billion

IRVING, Texas--( BUSINESS WIRE)--Nexstar Media Group, Inc. (NASDAQ: NXST) ("Nexstar" or the "Company") today reported financial results for the third quarter ended September 30, 2025 as summarized below. Please visit Nexstar’s website to view the full press release.

"In the third quarter, we took a major step forward in shaping Nexstar’s future as we entered into a definitive agreement to acquire TEGNA Inc. for $6.2 billion in a highly accretive transaction. Operationally, our core business is performing well."

STATEMENT FROM PERRY A. SOOK, FOUNDER, CHAIRMAN AND CEO

“In the third quarter, we took a major step forward in shaping Nexstar’s future as we entered into a definitive agreement to acquire TEGNA Inc. for $6.2 billion in a highly accretive transaction. Operationally, our core business is performing well, with stable year-over-year distribution and non-political advertising revenue and strong expense management resulting in lower year-over-year operating expenses. In addition, we continued to progress our network growth strategies as NewsNation was, once again, the fastest growing cable network in the quarter, and The CW generated its sixth consecutive quarter of primetime ratings growth and reduced losses by 24% year-over-year. Looking forward, we are focused on completing our upcoming distribution renewals, closing our acquisition of TEGNA Inc., and capitalizing on the 2026 mid-term election political advertising opportunity, all of which we anticipate will drive shareholder value.”

($ in millions)

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

% Change

2025

2024

% Change

Distribution

$709

$719

(1.4)

$2,204

$2,215

(0.5)

Advertising

476

622

(23.5)

1,410

1,656

(14.9)

Other

(48.0)

(6.1)

Net Revenue

$1,198

$1,366

(12.3)

$3,660

$3,920

(6.6)

Net Income

$65

$180

(63.9)

$253

$453

(44.2)

% Margin (1)

5.4%

13.2%

(7.8)

6.9%

11.6%

(4.7)

Adjusted EBITDA (2)

$358

$510

(29.8)

$1,128

$1,376

(18.0)

% Margin (1)

29.9%

37.3%

(7.4)

30.8%

35.1%

(4.3)

Net Cash Provided by Operating Activities

$117

$387

(69.8)

$701

$839

(16.4)

Adjusted Free Cash Flow (2)

$166

$327

(49.2)

$615

$792

(22.3)

(1) Net Income margin is Net Income as a percentage of Net Revenue. Adjusted EBITDA margin is Adjusted EBITDA as a percentage of Net Revenue.

(2) Please refer to the “Definitions and Disclosures Regarding Non-GAAP Financial Information” section herein, the reconciliations at the end of this press release.

Company and Business Highlights

Financial Highlights

Capital Allocation

($ in millions, shares in thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Cash Used For

Debt repayment

$25

$85

$157

$146

Acquisitions

Stockholder return

233

294

590

Common stock dividends

169

167

Stock repurchases

178

125

423

Shares Outstanding

End of period

30,324

31,476

30,324

31,476

Less: Beginning of period

30,315

32,486

30,621

33,601

Change in shares outstanding

(1,010)

(297)

(2,125)

% Change

0.0%

(3.1%)

(1.0%)

(6.3%)

Debt, Cash and Leverage

‒ As of September 30, 2025, the Company’s first lien net leverage ratio was 1.73x (new definition) compared to a covenant of 4.25x and its total net leverage ratio was 3.09x (new definition).

($ in millions)

September 30, 2025

December 31, 2024

Unrestricted Cash

$236

$144

Revolving Credit Facilities

$206

$62

First Lien Term Loans

3,441

3,750

5.625% Senior Unsecured Notes due 2027

1,716

4.75% Senior Unsecured Notes due 2028

996

995

Total Debt

$6,359

$6,523

Third Quarter Conference Call

Nexstar will host a conference call at 10:00 a.m. ET today. Senior management will discuss the financial results and host a question-and-answer session. The dial in number for the audio conference call is 1-877-407-9208 or 1-201-493-6784, conference ID 13755787 (domestic and international callers). Participants can also listen to a live webcast of the call through the “Events and Presentations” section under “Investor Relations” on Nexstar’s website at nexstar.tv. A webcast replay will be available for 90 days following the live event at nexstar.tv.

Forward-Looking Statements

This communication includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements include information preceded by, followed by, or that includes the words "guidance," "believes," "expects," "anticipates," "could," or similar expressions. For these statements, Nexstar claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this communication, concerning, among other things, future financial performance, including changes in net revenue, operating expenses and cash flow, and the ultimate outcome, benefits and synergies of the proposed transaction between Nexstar and TEGNA and timing thereof, involve risks and uncertainties, and are subject to change based on various important factors, including the impact of changes in national and regional economies, the ability to service and refinance our outstanding debt, successful integration of business acquisitions (including achievement of synergies and cost reductions), pricing fluctuations in local and national advertising, future regulatory actions and conditions in the television stations' operating areas, competition from others in the broadcast television markets, volatility in programming costs, the timing of and any potential delay in consummating the TEGNA acquisition, the risk that the conditions to closing of the proposed transaction (including the necessary regulatory approvals or the approval of TEGNA’s stockholders) may not be satisfied in the anticipated timeframe or at all and that the transaction may not close, the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated, the risk of the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between Nexstar and TEGNA, the risk that Nexstar fails to obtain the necessary financing arrangements set forth in the debt commitment letters delivered in connection with such agreement, the effects of governmental regulation of broadcasting, industry consolidation, technological developments and major world news events. Nexstar undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this communication might not occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. For more details on factors that could affect these expectations, please see Nexstar’s other filings with the Securities and Exchange Commission.

Definitions and Disclosures Regarding Non-GAAP Financial Information

Adjusted EBITDA is calculated as net income, plus or (minus): transaction, other one-time and restructuring expenses, stock-based compensation expense, depreciation and amortization expense (excluding amortization of broadcast rights), amortization of basis difference of equity method investments, (gain) loss on asset disposal, impairment charges, interest expense, net, pension and other postretirement plans costs (credit), income tax expense (benefit) and other operating and non-operating expense (income). We consider Adjusted EBITDA to be an indicator of our assets’ operating performance.

Free Cash Flow is calculated as net cash provided by operating activities less capital expenditures.

Adjusted Free Cash Flow is calculated as Free Cash Flow plus or (minus): transaction, other one-time and restructuring expenses, changes in operating assets and liabilities, net of acquisitions (excluding changes in income tax payable), taxes paid on sale of assets, pension and other postretirement plans costs (credit), (payments) for capitalized software obligations, proceeds from disposal of assets and insurance recoveries and other expense (income), cash contribution from (distribution to) noncontrolling interests and other items. We consider Adjusted Free Cash Flow to be an indicator of our liquidity. We consider Adjusted Free Cash Flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that can be available for use in ongoing operations, debt payments, pension contributions, dividends, share repurchases, acquisitions and other items. Adjusted Free Cash Flow is not intended to represent the amount of cash flow available for discretionary expenditures as certain items and non-discretionary expenditures, such as changes in working capital, mandatory debt service requirements and pension contributions, are not deducted from this measure.

For a reconciliation of these non-GAAP financial measurements to the GAAP financial results cited in this news announcement, please see the supplemental tables at the end of this release.

Nexstar Media Group, Inc.

Condensed Consolidated Statements of Operations

(in millions, except for share and per share amounts, unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2025

2024

2025

2024

Net revenue

$1,198

$1,366

$3,660

$3,920

Operating expenses:

Direct operating

562

563

1,670

1,663

Selling, general and administrative

202

224

607

658

Corporate

183

160

Depreciation and amortization

190

592

588

Other

Total operating expenses

1,023

1,031

3,053

3,069

Income from operations

175

335

607

851

Income from equity method investments, net

Interest expense, net

(94)

(113)

(288)

(340)

Pension and other postretirement plans credit, net

Gain on disposal of an investment

Other income (expenses), net

(1)

(2)

(1)

Income before income taxes

244

364

622

Income tax expense

(31)

(64)

(111)

(169)

Net income

180

253

453

Net loss attributable to noncontrolling interests

Net income attributable to Nexstar Media Group, Inc.

$70

$187

$275

$480

Net income per share available to common stockholders:

Basic

$2.16

$5.34

$8.66

$14.17

Diluted

$2.14

$5.27

$8.57

$13.96

Weighted average number of common shares outstanding:

Basic (in thousands)

30,319

32,020

30,357

32,759

Diluted (in thousands)

30,649

32,441

30,696

33,248

Nexstar Media Group, Inc.

Condensed Consolidated Statements of Cash Flows

($ in millions, unaudited)

Nine Months Ended

September 30,

2025

2024

Cash flows from operating activities:

Net income

$253

$453

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

592

588

Stock-based compensation expense

Amortization of debt financing costs, debt discounts and premium

Gain on disposal of an investment

(40)

Deferred income taxes

(20)

(26)

Payments for broadcast rights

(249)

(240)

Income from equity method investments, net

(24)

(52)

Distribution from equity method investments – return on capital

131

143

Changes in operating assets and liabilities, net of acquisitions and dispositions:

Accounts receivable

Prepaid and other current assets

(10)

Other noncurrent assets

(7)

Accounts payable

(30)

(99)

Accrued expenses and other current liabilities

Income tax payable

(45)

Other noncurrent liabilities

(50)

(30)

Other

Net cash provided by operating activities

701

839

Cash flows from investing activities:

Purchases of property and equipment

(94)

(110)

Payments for acquisitions

(22)

Proceeds from disposal of an investment

Other investing activities, net

(2)

Net cash used in investing activities

(118)

(68)

Cash flows from financing activities:

Proceeds from debt issuance, net of debt discounts

3,393

Repayments of long-term debt

(3,568)

(201)

Purchase of treasury stock

(125)

(423)

Common stock dividends paid

(169)

(167)

Payments for capitalized software obligations

(14)

(13)

Contribution from noncontrolling interests

Cash paid for shares withheld for taxes

(8)

Other financing activities, net

(8)

Net cash used in financing activities

(491)

(737)

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

144

147

Cash and cash equivalents at end of period

$236

$181

Nexstar Media Group, Inc.

Reconciliation of Adjusted EBITDA (Non-GAAP Measure)

($ in millions, unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2025

2024

2025

2024

Net income

$65

$180

$253

$453

Add (Less):

Transaction, other one-time and restructuring expenses (1)

Stock-based compensation expense

Depreciation and amortization expense

190

592

588

(Amortization) of broadcast rights expense

(72)

(70)

(239)

(226)

Amortization of basis difference of equity method investments

Interest expense, net

113

288

340

Pension and other postretirement plans (credit), net

(7)

(6)

(23)

(20)

Income tax expense

111

169

Gain on disposal of an investment

(40)

Other

(3)

Adjusted EBITDA

$358

$510

$1,128

$1,376

(1)

Primarily includes non-recurring costs related to the resolution of a disputed customer claim, direct expenses associated with financing transactions, legal and other direct expenses associated with our completed or proposed strategic transactions and/or acquisitions, severance and other direct expenses associated with restructuring activities.

Nexstar Media Group, Inc.

Reconciliation of Free Cash Flow and Adjusted Free Cash Flow (Non-GAAP Measure)

($ in millions, unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2025

2024

2025

2024

Net cash provided by operating activities

$117

$387

$701

$839

Add (Less):

Capital expenditures

(30)

(29)

(94)

(110)

Free Cash Flow

$87

$358

$607

$729

Add (Less):

Transaction, other one-time and restructuring expenses (1)

Changes in operating assets and liabilities (2)

(90)

Changes in income tax payable (3)

(7)

(45)

Taxes paid on sale of assets (4)

Pension and other postretirement plans (credit), net

(7)

(6)

(23)

(20)

Payments for capitalized software obligations

(4)

(2)

(14)

(13)

Proceeds from disposal of assets and insurance recoveries

Cash contribution from noncontrolling interests

Other

(1)

(6)

Adjusted Free Cash Flow

$166

$327

$615

$792

(1)

(2)

(3)

(4)