Q3 Net Revenue Drives Net Income of $65 Million, Adjusted EBITDA of $358 Million, Net Cash Provided by Operating Activities of $117 Million and Adjusted Free Cash Flow of $166 Million

Entered into Definitive Agreement to Acquire TEGNA Inc. for $6.2 Billion in Accretive Transaction

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.

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.”

Company and Business Highlights

• Entered into a definitive agreement to acquire TEGNA Inc. for $6.2 billion in a transaction expected to be accretive to Nexstar’s standalone Adjusted Free Cash Flow. The transaction is subject to regulatory approvals and is anticipated to close by the second half of 2026.
• NewsNation continued its trend as the #1 fastest growing cable network year-over-year through September 2025.
• The CW achieved its sixth consecutive quarter of audience growth through the third quarter of 2025.
• Expanded The CW’s sports programming by (i) extending its relationship with the Pac-12 Conference through the 2030-2031 season to include 66 annual events, including 13 regular season football games, 35 regular season men’s basketball games, 15 regular season women’s basketball games, and the semifinal and championship games for the new Pac-12 women’s basketball tournament and, (ii) entering into a multi-year agreement with PBR (Professional Bull Riders) which began airing in August.
• Earned two National Edward R. Murrow Awards for outstanding journalism and exceptionally produced news programming from the Radio Television Digital News Association (RTDNA). NewsNation was recognized for “Excellence in Video” and KXAN-TV serving Austin, Texas (DMA #34) for “Excellence in Innovation.”

Financial Highlights

• Net Revenue. Third quarter net revenue of $1.20 billion, declined $168 million year-over-year, or (12.3%), primarily due to lower political advertising revenue related to the election cycle.
• Distribution Revenue. Third quarter distribution revenue of $709 million, decreased $10 million, or (1.4%), versus the comparable prior year quarter, primarily reflecting MVPD subscriber attrition and the non-recurring resolution of a disputed customer claim offset, in part, by increased rates and other contractual commitments, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations.
• Advertising Revenue. Third quarter advertising revenue of $476 million, decreased $146 million, or (23.5%), from the comparable prior year quarter, primarily reflecting a $145 million decrease in political advertising to $10 million. Non-political advertising was effectively flat as growth in network and digital advertising and the absence of political crowd-out largely offset soft local advertising driven by the absence of the Olympics in the quarter versus the prior year.
• Net Income. Third quarter net income of $65 million decreased $115 million, or (63.9%), compared to the prior year quarter, primarily reflecting lower political advertising revenue, increased one-time corporate expenses from the Company’s pending acquisition of TEGNA Inc., the non-recurring resolution of a disputed customer claim and reduced income from equity investments related to the performance of the TV Food Network LLC (“TVFN”) in which the Company owns a 31.3% interest, offset, in part, by lower interest expense, income tax and operating expenses. Net Income margin decreased to 5.4% from 13.2% in the comparable prior year period. 
• Adjusted EBITDA. Third quarter Adjusted EBITDA of $358 million, decreased $152 million, or (29.8%), compared to the prior year quarter primarily reflecting lower political advertising revenue and reduced income from equity method investments primarily from TVFN versus the prior year. The decrease was partially offset by lower operating expenses resulting from recent restructuring initiatives. Adjusted EBITDA margin was 29.9% compared to 37.3% in the comparable prior year period.
• Net Cash Provided by Operating Activities. Third quarter Net Cash Provided by Operating Activities of $117 million, decreased $270 million, or (69.8%), compared to the prior year quarter, due primarily to a reduction in net income and changes in operating assets and liabilities reflecting the timing of receipts and payments.
• Adjusted Free Cash Flow. Third quarter Adjusted Free Cash Flow of $166 million, decreased $161 million, or (49.2%), compared to the prior year quarter, due primarily to lower political advertising revenue, offset, in part, by lower interest expense from reduced SOFR and debt reduction and lower operating expenses.

Capital Allocation

• In the third quarter of 2025, the Company used cash on hand and cash flow from operations to repay $25 million of debt and pay $56 million in dividends.

Debt, Cash and Leverage

• As of September 30, 2025, the consolidated debt of Nexstar and Mission Broadcasting, Inc., an independently owned variable interest entity, was $6.4 billion, including senior secured debt of $3.6 billion.
• The Company calculates its leverage ratios in accordance with the terms of its credit agreements which exclude The CW Network’s operations and the cash balance. As of September 30, 2025, The CW Network had $13 million of cash on its balance sheet. In connection with Nexstar’s June 2025 refinancing, the Company updated its leverage ratio calculation and definition to reflect the average of the last two years of EBITDA to better reflect its business cycle which benefits from additional political advertising revenue in election years.

‒ 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).

• The table below summarizes the Company’s cash balances and debt obligations (net of financing costs, discounts and/or premiums) as of September 30, 2025 and December 31, 2024.

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.

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"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."