NEXSTAR MEDIA GROUP, INC. - Quarter Report: 2025 March (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM


	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended


	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

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(Address of Principal Executive Offices)		(Zip Code)

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

Title of each class

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Name of each exchange on which registered

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that it was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company

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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

As of May 8, 2025, the registrant had shares of Common Stock outstanding.

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION

ITEM 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	3

	Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2025 and 2024	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Noncontrolling Interests for the Three Months ended March 31, 2025 and 2024	5

	Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2025 and 2024	6

	Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1: Organization and Business Operations	7
	Note 2: Summary of Significant Accounting Policies	7
	Note 3: Acquisition	11
	Note 4: Intangible Assets and Goodwill	11
	Note 5: Investments	12
	Note 6: Accrued Expenses	13
	Note 7: Debt	13
	Note 8: Leases	14
	Note 9: Retirement and Postretirement Plans	15
	Note 10: Commitments and Contingencies	16
	Note 11: Equity	18
	Note 12: Income Taxes	18
	Note 13: Income Per Share	19
	Note 14: Fair Value Measurements	19
	Note 15: Segment Data	20
	Note 16: Subsequent Events	22

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	30

ITEM 4.	Controls and Procedures	31

PART II	OTHER INFORMATION

ITEM 1.	Legal Proceedings	31

ITEM 1A.	Risk Factors	31

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

ITEM 3.	Defaults Upon Senior Securities	32

ITEM 4.	Mine Safety Disclosures	32

ITEM 5.	Other Information	32

ITEM 6.	Exhibits	32

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	March 31,			December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$			$
Accounts receivable, net of allowance for credit losses of $ and $, respectively
Broadcast rights
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Goodwill
FCC licenses
Network affiliation agreements, net
Other intangible assets, net
Investments
Other noncurrent assets, net
Total assets(1)	$			$
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERSʼ EQUITY
Current liabilities:
Current portion of debt	$			$
Accounts payable
Broadcast rights payable
Accrued expenses
Operating lease liabilities
Other current liabilities
Total current liabilities
Debt
Deferred tax liabilities
Other noncurrent liabilities
Total liabilities(1)
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests (Note 2)
Stockholdersʼ equity:
Preferred stock - $ par value, shares authorized; issued and outstanding at each of March 31, 2025 and December 31, 2024		-			-
Common stock - $ par value, shares authorized; shares issued, shares outstanding as of March 31, 2025 and shares issued, shares outstanding as of December 31, 2024		-			-
Additional paid-in capital
Accumulated other comprehensive loss		(	)		(	)
Retained earnings
Treasury stock - at cost; and shares as of March 31, 2025 and December 31, 2024, respectively		(	)		(	)
Total Nexstar Media Group, Inc. stockholdersʼ equity
Noncontrolling interests		(	)		(	)
Total stockholdersʼ equity
Total liabilities, redeemable noncontrolling interests and stockholdersʼ equity	$			$

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

(1)

million and $ million, respectively, which are not available to be used to settle the obligations of Nexstar. The condensed consolidated total liabilities as of March 31, 2025 and December 31, 2024 include certain liabilities of consolidated VIEs of $ million and $ million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information.

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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


	Three Months Ended
	March 31,
	2025			2024
Net revenue	$			$
Operating expenses (income):
Direct operating, excluding depreciation and amortization
Selling, general and administrative, excluding depreciation and amortization
Depreciation and amortization
Other					(	)
Total operating expenses
Income from operations
Income from equity method investments, net
Interest expense, net		(	)		(	)
Pension and other postretirement plans credit, net
Gain on disposal of an investment		-
Other (expenses) income, net		(	)
Income before income taxes
Income tax expense		(	)		(	)
Net income
Net loss attributable to noncontrolling interests
Net income attributable to Nexstar Media Group, Inc.	$			$

Net income per share available to common stockholders:
Basic	$			$
Diluted	$			$

Weighted average number of common shares outstanding:
Basic (in thousands)
Diluted (in thousands)

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

For the Three Months Ended March 31, 2025 and 2024

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

Accumulated

Redeemable

Additional

Other

Total

Noncontrolling

Common Stock

Paid-In

Retained

Comprehensive

Treasury Stock

Noncontrolling

Stockholdersʼ

Interests

Amount

Capital

Earnings

Income (Loss)

Amount

interests

Equity

Balances as of December 31, 2024

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Purchase of treasury stock

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Stock-based compensation expense

Vesting of restricted stock units and exercise of stock options

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Dividends declared on common stock ($ per share)

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(

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Accretion of redeemable noncontrolling interests

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Other

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Net income (loss)

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Balances as of March 31, 2025

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Balances as of December 31, 2023

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(

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Purchase of treasury stock

(

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(

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(

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Stock-based compensation expense

Vesting of restricted stock units and exercise of stock options

(

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Dividends declared on common stock ($ per share)

(

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(

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Contribution from noncontrolling interests

Net income (loss)

(

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Balances as of March 31, 2024

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(

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The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions, unaudited)


	Three Months Ended March 31,
	2025			2024
Cash flows from operating activities:
Net income	$			$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Stock-based compensation expense
Gain on disposal of an investment		-			(	)
Deferred income taxes		(	)		(	)
Payments for broadcast rights		(	)		(	)
Income from equity method investments, net		(	)		(	)
Distribution from equity method investments – return on capital
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(	)
Prepaid and other current assets		(	)		(	)
Other noncurrent assets					(	)
Accounts payable		(	)		(	)
Accrued expenses and other current liabilities		(	)		(	)
Income tax payable
Other noncurrent liabilities		(	)		(	)
Other
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment		(	)		(	)
Payments for acquisitions, net of cash acquired		(	)		-
Proceeds from disposal of an investment		-
Other investing activities, net		(	)		-
Net cash used in investing activities		(	)		(	)
Cash flows from financing activities:
Proceeds from debt issuance, net of debt discounts		-
Repayments of long-term debt		(	)		(	)
Purchase of treasury stock		(	)		(	)
Common stock dividends paid		(	)		(	)
Contribution from redeemable noncontrolling interests		-
Other financing activities, net		(	)		(	)
Net cash used in financing activities		(	)		(	)
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period	$			$
Supplemental information:
Interest paid	$			$
Income taxes paid, net of refunds	$			$

Non-cash investing and financing activities:
Accrued and noncash purchases of property and equipment	$			$
Right-of-use assets obtained in exchange for operating lease obligations	$			$

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

NEXSTAR MEDIA GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

full power television stations and AM radio station, including those television stations owned by VIEs, in markets in states and the District of Columbia. The stations are affiliates of CBS, FOX, NBC, ABC, The CW, MyNetworkTV, and other broadcast television networks. As of March 31, 2025, Nexstar’s stations reached approximately % of all U.S. television households (after applying the Federal Communications Commission’s (“FCC”) ultra-high frequency discount). Through various local service agreements, we provided sales, programming, and other services to television stations owned by consolidated VIEs and television stations owned by unconsolidated VIEs. As of March 31, 2025, Nexstar also owns a % ownership interest in The CW Network, LLC, the fifth major broadcast network in the U.S. (“The CW”), NewsNation, a national cable news network, digital multicast networks, Antenna TV and REWIND TV, multicast network services provided to third parties, and a % ownership stake in Television Food Network, G.P. (“TV Food Network”). Our digital assets include local websites, mobile applications across local stations, NewsNation and The Hill. The portfolio also includes connected television applications and free ad-supported television channels from The CW and The Hill.

Accounts receivable, net

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Goodwill

FCC licenses

Network affiliation agreements, net

Other noncurrent assets, net

Total assets

Current liabilities:

Current portion of debt

Other current liabilities

Total current liabilities

Debt

Deferred tax liabilities

Other noncurrent liabilities

Total liabilities

Property and equipment, net

Goodwill

FCC licenses

Network affiliation agreements, net

Other noncurrent assets, net

Total assets

Current liabilities

Noncurrent liabilities

Total liabilities

Non-Consolidated VIEs

Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”) which continues through December 31, 2025. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement.

% to %. Pursuant to the operating agreement governing The CW, Nexstar has a call right to acquire the noncontrolling ownership interests in The CW beginning in August 2024 and each noncontrolling owner has a put right to sell its ownership interest in The CW to Nexstar beginning in June 2026, subject to Nexstar’s one year deferral right, for cash. The amount at which the noncontrolling interests can be redeemed under either the call right or the put rights is the greater of the capital contributed by the minority owners or a multiple of The CW’s earnings.

Redeemable noncontrolling interests are presented as mezzanine equity (outside of liability and stockholders’ equity) in the accompanying Condensed Consolidated Balance Sheets as they are redeemable by the holders through their put rights and the redemption is outside our control. We accrete the changes in the redemption value of redeemable noncontrolling interests over the period from issuance to the earliest redemption date using the effective interest method. The accretion is recognized as an adjustment to retained earnings, or in the absence of retained earnings, additional paid-in capital. The balance of redeemable noncontrolling interests is measured at the greater of accreted redemption value at the end of each reporting period or the carrying value adjusted for the noncontrolling interests’ share in income and losses and any contributions. The inclusion of accretion in the calculation of earnings per share is disclosed in Note 13.

, Nexstar acquired certain assets of WBNX-TV, an independent full power television station serving the Cleveland, OH market, from Winston Broadcasting Network, Inc. for a $ million cash purchase price. The acquired assets and assumed liabilities were recorded at fair value as of the closing date of the transaction and consisted primarily of $ million related to the FCC license.

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Current year acquisition (Note 3)

Balances as of March 31, 2025

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Current year acquisition (Note 3)

Balances as of March 31, 2025

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Balances as of March 31, 2025

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2026

2027

2028

2029

2030

Thereafter

Indefinite-lived intangible assets are not subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that such assets might be impaired. During the three months ended March 31, 2025, the Company did not identify events that would trigger impairment assessments.

Other equity investments

Total investments

Equity Method Investments — Investment in TV Food Network

Nexstar’s equity method investments primarily include its % ownership stake in TV Food Network which was acquired upon Nexstar’s acquisition of Tribune Media Company (“Tribune”) on September 19, 2019. Nexstar’s partner in TV Food Network is Warner Bros. Discovery, Inc. (“WBD”), which owns a % interest in TV Food Network and operates the network on behalf of the partnership.

TV Food Network operates two 24-hour television networks, Food Network and Cooking Channel, offering quality television, video, internet and mobile entertainment and information focusing on food and entertaining.

The partnership agreement governing TV Food Network provides that the partnership shall, unless certain actions are taken by the partners, dissolve and commence winding up and liquidating TV Food Network upon the first to occur of certain enumerated liquidating events, one of which is a specified date of December 31, 2025. Nexstar intends to renew its partnership agreement with WBD for TV Food Network before expiration. In the event of a liquidation, Nexstar would be entitled to its proportionate share of distributions to partners, which the partnership agreement provides would occur as promptly as is consistent with obtaining fair market value for the assets of TV Food Network. The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances.

As of March 31, 2025, Nexstar’s investment in TV Food Network had a book value of $ million, compared to $ million as of December 31, 2024.

As of March 31, 2025 and December 31, 2024, Nexstar had a remaining share in amortizable basis difference of $ million and $ million, respectively, related to its investment in TV Food Network. The remaining amortizable basis difference as of March 31, 2025 had a remaining useful life of approximately years. As of March 31, 2025, Nexstar’s share in the basis difference related to the TV Food Network’s goodwill was $ million (no change in 2025).

Recognized share in TV Food Networkʼs net income

Recorded amortization of basis difference (expense)

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Costs and expenses

Income from operations

Net income

Net income attributable to Nexstar Media Group, Inc.

Interest payable

Network affiliation fees

Other

Term Loan B, due September 2026

% Notes, due July 2027

% Notes, due November 2028

Mission

Term Loan B, due June 2028

Revolving loans, due June 2027

Total outstanding principal

Less: unamortized financing costs and discount – Nexstar Term Loan A, due June 2027

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Less: unamortized financing costs and discount – Nexstar Term Loan B, due September 2026

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Add: unamortized premium, net of financing costs – Nexstar 5.625% Notes, due July 2027

Less: unamortized financing costs and discount – Nexstar 4.75% Notes, due November 2028

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Less: unamortized financing costs and discount – Mission Term Loan B, due June 2028

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Total outstanding debt

Less: current portion

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Long-term debt, net of current portion

Nexstar’s outstanding term loans are governed by Nexstar’s credit agreement and Mission’s outstanding term loans and revolving loans are governed by Mission’s credit agreement. Each credit agreement is also herein referred to as a senior secured credit facility. Nexstar’s senior unsecured notes are governed by the indentures.

million of its term loans.

Unused Commitments and Borrowing Availability

Nexstar and Mission had $ million (net of outstanding standby letters of credit of $ million) and $ million, respectively, of unused revolving loan commitments under their senior secured credit facilities, all of which were available for borrowing, based on the covenant calculations as of March 31, 2025. The Company’s ability to access funds under the senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of March 31, 2025, the Company was in compliance with its financial covenants.

Collateralization and Guarantees of Debt

The Company’s credit facilities described above are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, the other assets of consolidated VIEs unavailable to creditors of Nexstar (see Note 2) and the assets of The CW. Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility in the event of Mission’s default. Mission is a guarantor of Nexstar’s senior secured credit facility, Nexstar’s % Notes, due July 2027 and Nexstar’s % Notes, due November 2028.

In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements, which expire on various dates between 2025 and 2034, are freely exercisable or assignable by Nexstar without consent or approval by Mission. The Company expects these option agreements to be renewed upon expiration.

Debt Covenants

The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of the Company, excluding the operating results of The CW, which Nexstar designated as an unrestricted subsidiary under its credit agreements and indentures. The Mission amended credit agreement does not contain financial covenant ratio requirements but does provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. As of March 31, 2025, the Company was in compliance with its financial covenants.

to , some of which may include options to extend the leases from to , and some of which may include options to terminate the leases within . Lease contracts that the Company has executed but which have not yet commenced as of March 31, 2025 were not material.

Current operating lease liabilities

Operating lease liabilities

Noncurrent operating lease liabilities

Other noncurrent liabilities

Weighted Average Remaining Lease Term of Operating leases

years

Weighted Average Discount Rate of Operating leases

million, of which $ million and $ million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations.

Operating lease expense for the three months ended March 31, 2024 was $ million, of which $ million and $ million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Condensed Consolidated Statements of Operations.

Cash paid for operating leases included in the operating cash flows was $ million and $ million for the three months ended March 31, 2025 and 2024, respectively.

2026

2027

2028

2029

2030

Thereafter

Total future minimum lease payments

Less: imputed interest

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Total

Expected return on plan assets

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Amortization of net gain

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Net periodic benefit credit

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During the three months ended March 31, 2025, there were significant contributions to qualified pension benefit plans. Nexstar anticipates it will be required to contribute a total of $ million to its qualified pension benefit plans in 2025.

million under its amended credit agreement, of which $ million principal balance of debt was outstanding.

Indemnification Obligations

In connection with certain agreements that the Company enters into in the normal course of its business, including local service agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements under which the Company agrees to indemnify the third party to such arrangement from losses, claims and damages incurred by the indemnified party for certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss clauses and the maximum potential amount of future payments the Company could be required to make under these indemnification arrangements may be unlimited. Historically, payments made related to these indemnifications have been insignificant and the Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements.

Litigation

From time to time, the Company is involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, the Company believes the resulting liabilities would not have a material adverse effect on its financial condition or results of operations.

Local TV Advertising Antitrust Litigation—On March 16, 2018, a group of companies including Nexstar and Tribune (the “Defendants”) received a Civil Investigative Demand from the Antitrust Division of the Department of Justice (“DOJ”) regarding an investigation into the exchange of certain information related to the pacing of sales related to the same period in the prior year among broadcast stations in some local markets in alleged violation of federal antitrust law. Without admitting any wrongdoing, some Defendants, including Tribune, entered into a proposed consent decree (referred to herein as the “consent decree”) with the DOJ on November 6, 2018. Without admitting any wrongdoing, Nexstar agreed to settle the matter with the DOJ on December 5, 2018. The consent decree was entered in final form by the U.S. District Court for the District of Columbia on May 22, 2019. The consent decree, which settles claims by the government of alleged violations of federal antitrust laws in connection with the alleged information sharing, does not include any financial penalty. Pursuant to the consent decree, Nexstar and Tribune agreed not to exchange certain non-public information with other stations operating in the same market except in certain cases, and to implement certain antitrust compliance measures and monitor and report on compliance with the consent decree.

Starting in July 2018, a series of plaintiffs filed putative class action lawsuits against the Defendants and others alleging that they coordinated their pricing of television advertising, thereby harming a proposed class of all buyers of television advertising time from one or more of the Defendants since at least January 1, 2014. The plaintiff in each lawsuit seeks injunctive relief and money damages caused by the alleged antitrust violations. On October 9, 2018, these cases were consolidated in a multi-district litigation in the District Court for the Northern District of Illinois captioned In Re: Local TV Advertising Antitrust Litigation, No. 1:18-cv-06785 (“MDL Litigation”). On January 23, 2019, the Court in the MDL Litigation appointed plaintiffs’ lead and liaison counsel.

The MDL Litigation is ongoing. The Plaintiffs’ Consolidated Complaint was filed on ; Defendants filed a Motion to Dismiss on . Before the Court ruled on that motion, the Plaintiffs filed their Second Amended Consolidated Complaint on . This complaint added additional defendants and allegations. The Defendants filed a Motion to Dismiss and Strike on . The Court denied that motion on November 6,

% and Tribune owned % of the membership interests in CEV LLC. The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain as the transaction was structured to comply with the partnership provisions of the Internal Revenue Code and related regulations.

On June 28, 2016, the Internal Revenue Service (“IRS”) issued Tribune a Notice of Deficiency which presented the IRS’s position that the gain with respect to the Chicago Cubs Transactions should have been included in Tribune’s 2009 taxable income. Accordingly, the IRS proposed a $ million tax and a $ million gross valuation misstatement penalty. During the third quarter of 2016, Tribune filed a petition in U.S. Tax Court to contest the IRS’s determination. After-tax interest on the aforementioned proposed tax and penalty through March 31, 2025 would be approximately $ million. In addition, if the IRS prevails in its position, under the tax rules for determining tax basis upon emergence from bankruptcy, the Company would be required to reduce its tax basis in certain assets. The reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy and subject to Tribune’s 2014 and 2015 Federal Income Tax Audits (described below).

On September 19, 2019, Tribune became a wholly owned subsidiary of Nexstar following Nexstar’s merger with Tribune. Nexstar disagrees with the IRS’s position that the Chicago Cubs Transactions generated taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain. If the IRS prevails in its position, the gain on the Chicago Cubs Transactions would be deemed to be taxable in 2009. Nexstar estimates that the federal and state income taxes would be approximately $ million before interest and penalties. Any tax, interest and penalty due will be offset by tax payments made relating to this transaction subsequent to 2009. Tribune made approximately $ million of tax payments prior to its merger with Nexstar.

A bench trial in the U.S. Tax Court took place between October 28, 2019 and November 8, 2019, and closing arguments took place on December 11, 2019. The Tax Court issued a separate opinion on January 6, 2020 holding that the IRS satisfied the procedural requirements for the imposition of the gross valuation misstatement penalty. The judge deferred any litigation of the penalty until a final determination was reached by the Tax Court or Court of Appeals.

On October 26, 2021, the Tax Court issued an opinion related to the Chicago Cubs Transactions, which held that Tribune’s structure was, in substantial part, in compliance with partnership provisions of the Code and, as a result, did not trigger the entire 2009 taxable gain proposed by the IRS. On October 19, 2022, the Tax Court entered the decision that there is no tax deficiency or penalty due in the 2009 tax year. On January 13, 2023, the IRS filed a notice of appeal to the U.S. Court of Appeals for the Seventh Circuit. On February 3, 2023, the Company filed a notice of cross-appeal. On February 15, 2024, the case was argued before the U.S. Court of Appeals for the Seventh Circuit. The Company expects a ruling from the Court of Appeals in the first half of 2025.

million increase in its federal and state taxes payable and a $ million increase in deferred income tax liability as of March 31, 2025. In accordance with ASC Topic 740, the Company has reflected $ million for certain contested issues in its liability for uncertain tax positions at March 31, 2025 and December 31, 2024.

Regulatory Matters

On March 21, 2024, the FCC issued a Notice of Apparent Liability for Forfeiture (“NAL”) to Nexstar and to Mission, a consolidated VIE, for alleged violations of the Communications Act and FCC rules relating to Mission television station WPIX, New York, New York. The NAL alleges that Nexstar and Mission engaged in an unauthorized transfer of control of WPIX and that Nexstar violated the national television ownership limit by acquiring undisclosed attributable interests in the station. The NAL proposes forfeitures to Nexstar and Mission for the alleged violations and additionally requires that within 12 months of a forfeiture order or payment of the forfeitures, either (i) Mission divest WPIX to an “unrelated third party” or (ii) Mission sell WPIX to Nexstar, with Nexstar divesting a sufficient number of other stations to reduce its national reach below the FCC national ownership limit. Nexstar and Mission have filed responses vigorously disputing the NAL. Nexstar is unable to reasonably estimate the possible financial statement impact, if any, relating to the NAL.

billion as of December 31, 2024. During the three months ended March 31, 2025, Nexstar repurchased a total of shares of its common stock for $ million, funded by cash on hand. As of March 31, 2025, the remaining available amount under the share repurchase authorization was $ billion.

Share repurchases are executed from time to time in open market transactions, block trades or in private transactions, including through Rules 10b5-1 and 10b-18 plans. There is no minimum number of shares that Nexstar is required to repurchase. The repurchase program does not have an expiration date and may be suspended or discontinued at any time without prior notice.

On , Nexstar’s board of directors approved a % increase in its quarterly cash dividend to $ per share of outstanding common stock beginning with the first quarter of 2025.

million for the three months ended March 31, 2025 compared to $ million for the same period in 2024. The effective tax rates were % and % for each of the respective periods.

Permanent differences, including losses related to the minority interest in The CW, and excess benefit from vesting of restricted stock units resulted in a % increase to the effective tax rate. Changes in the valuation allowance resulted in a % increase to the effective tax rate.

Accretion of redeemable noncontrolling interests

(

)

Net income available to common stockholders

Weighted average shares outstanding – basic

Dilutive effect of equity incentive plan instruments

Weighted average shares outstanding – diluted

Net income per share available to common stockholders – basic

Net income per share available to common stockholders – diluted

The Company has outstanding restricted stock units to acquire weighted average shares of common stock for the three months ended March 31, 2025, the effects of which are excluded from the calculation of dilutive income per share, as their inclusion would have been anti-dilutive for the periods presented. During the three months ended March 31, 2024, stock options and restricted stock units were excluded from the calculation of diluted earnings per share.

Term Loan B, due September 2026(1)

% Notes, due July 2027(2)

% Notes, due November 2028(2)

Mission

Term Loan B, due June 2028(1)

Revolving loans due June 2027(1)

(1)

(2)

During the three months ended March 31, 2025, there were no events or changes in circumstance that triggered an impairment to the Company’s significant assets, including equity method investments, indefinite-lived intangible assets, long-lived assets and goodwill.

owned and operated multicast networks and other multicast network services, and (iv) WGN-AM, a Chicago radio station. The other operating segments are nonreportable and include (i) The CW and (ii) digital businesses focused on the national marketplace. Intersegment transactions are eliminated in consolidation. The remaining activities of the Company are corporate functions and the management of certain real estate assets.

The Company’s segment structure reflects the financial information and reports used by its Chief Operating Decision Maker (“CODM”) to assess operating performance, allocate resources and make decisions regarding current operating and financial focus. The Company’s CODM is the Chairman and Chief Executive Officer.

Programming and related expenses (1)

(

)

(

)

Selling, general and administrative expenses (1)

(

)

(

)

Amortization of broadcast rights (1)

(

)

(

)

Reportable Broadcast segment's profit

Other segmentsʼ loss, net

(

)

(

)

Corporate (unallocated)

(

)

(

)

Depreciation and amortization expense (2)

(

)

(

)

Transaction and other one-time expenses

(

)

Miscellaneous

(

)

Income from operations

(1)

(2)

(

)

Advertising

Other

(

)

Total net revenue

(

)

Three Months Ended March 31, 2024

Reportable
Broadcast
Segment

Other
Segments

Corporate (unallocated)

Eliminations(1)

Consolidated

Distribution

(

)

Advertising

Other

(

)

Total net revenue

(

)

(1)

Our primary sources of revenue include: (i) distribution, comprised primarily of retransmission revenue, carriage fees, affiliation fees and spectrum leasing revenue and (ii) advertising, comprised of non-political and political advertising.

of the Company’s customers exceeded 10%. The first customer represented approximately % and % of the Company’s consolidated net revenue during the three months ended March 31, 2025 and 2024, respectively. The second customer represented approximately % and % of the Company’s consolidated net revenue during the three months ended March 31, 2025 and 2024, respectively.

, Nexstar’s Board of Directors declared a quarterly cash dividend of $ per share of its common stock. The dividend is payable on to stockholders of record on .

From April 1, 2025 to May 8, 2025, we repurchased shares of our common stock for $ million, funded by cash on hand. As of the date of filing this Quarterly Report on Form 10-Q, the remaining available amount under the share repurchase authorization was $ billion.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and the Consolidated Financial Statements and related Notes contained in our Annual Report on Form 10-K for the year ended December 31, 2024.

As used in this Quarterly Report on Form 10-Q and unless the context indicates otherwise, “Nexstar” refers to Nexstar Media Group, Inc., a Delaware corporation, and its consolidated wholly owned and majority owned subsidiaries, the “Company” refers to Nexstar and the variable interest entities (“VIEs”) required to be consolidated in our financial statements; and all references to “we,” “our,” “ours,” and “us” refer to Nexstar.

As a result of our deemed controlling financial interests in the consolidated VIEs in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), we consolidate the financial position, results of operations and cash flows of these VIEs as if they were wholly-owned entities. We believe this presentation is meaningful for understanding our financial performance. Refer to Note 2 to our Condensed Consolidated Financial Statements for a discussion of our determinations of VIE consolidation under the related authoritative guidance. The following discussion of our financial position and results of operations includes the consolidated VIEs’ financial position and results of operations.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including but not limited to: the risks and uncertainties of current economic factors that are beyond our control, such as tariffs and other trade barriers, capital markets volatility, inflation, sustained high interest rates and supply chain disruptions; any projections or expectations of earnings, revenue, financial performance, liquidity and capital resources or other financial items; any assumptions or projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations, performance, liquidity and capital resources or other financial items; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and other similar words.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ from a projection or assumption in any of our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties, including those described in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our other filings with the United States Securities and Exchange Commission (“SEC”). The forward-looking statements made in this Quarterly Report on Form 10-Q are made only as of the date hereof, and we do not have or undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances.

Executive Summary

Three Months Ended March 31, 2025 Highlights

•

Net revenue decreased 3.9% to $1.2 billion during the three months ended March 31, 2025, compared to the same period in 2024.

•

Nexstar’s board of directors approved a 10% increase in the quarterly cash dividend to $1.86 per share on Nexstar’s outstanding common stock beginning with the first quarter of 2025.

•

Returned approximately $132 million of capital to stockholders through repurchases of common stock of $75 million and dividends of $57 million, funded by cash on hand.

•

Acquired the assets of WBNX-TV, an independent full power television station serving the Cleveland, OH market for a $22 million cash purchase price.

Overview of Operations

As of March 31, 2025, we owned, operated, programmed or provided sales and other services to 201 full power television stations and one AM radio station, including those owned by VIEs, in 116 markets in 40 states and the District of Columbia. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MyNetworkTV and other broadcast television networks. Through various local service agreements, we provided sales, programming and other services to 37 full power television stations owned by independent third parties, of which 35 full power television stations are VIEs that are consolidated into our financial statements.

As of March 31, 2025, we also own a 77.7% ownership interest in The CW, the fifth major broadcast network in the U.S., NewsNation, a national cable news network, two multicast networks, Antenna TV and REWIND TV, multicast network services provided to third parties, and a 31.3% ownership stake in TV Food Network. Our digital assets include 138 local websites, 229 mobile applications across local stations, NewsNation and The Hill. The portfolio also includes 39 connected television applications and three FAST channels from The CW and The Hill.

We (excluding The CW) guarantee full payment of all obligations incurred under Mission Broadcasting, Inc.’s (“Mission”) senior secured credit facility in the event of its default. Mission is a guarantor of our senior secured credit facility, our 5.625% Notes, due July 2027 and our 4.75% Notes, due November 2028. In consideration of our guarantee of Mission’s senior secured credit facility, Mission has granted us purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2025 and 2034) are freely exercisable or assignable by us without consent or approval by Mission or its shareholders. We expect these option agreements to be renewed upon expiration.

We do not own the consolidated VIEs or their television stations. However, we are deemed under U.S. GAAP to have controlling financial interests for financial reporting purposes in these entities because of (i) the local service agreements we have with their stations, (ii) our (excluding The CW) guarantee of the obligations incurred under Mission’s senior secured credit facility, (iii) our power over significant activities affecting the consolidated VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit us to acquire the assets and assume the liabilities of each of these VIEs’ stations at any time, subject to FCC consent. In compliance with FCC regulations for all the parties, each of the consolidated VIEs maintains complete responsibility for and control over programming, finances and personnel for its stations.

See Note 2, “Variable Interest Entities” to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional information on VIEs, including a discussion of the local service agreements we have with these independent third parties.

Seasonality

In even-numbered years we generate substantial advertising revenue from the political advertising we sell to candidates, political action committees and political parties. Advertising revenue is also positively affected by certain events such as the Olympic Games or the Super Bowl. Advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. As 2025 is not an election year, we expect a decrease in political advertising revenue, a component of our advertising revenue, to be reported in 2025 compared to 2024.

Historical Performance

Results of Operations

The following table sets forth the Company’s operating results (dollars in millions):


	Three Months Ended March 31,
	2025			2024			% Change
Net revenue:
Distribution	$	762		$	761			0.1
Advertising		460			512			(10.2	)
Other		12			11			9.1
Net revenue		1,234			1,284			(3.9	)
Operating expenses:
Direct operating		551			548			0.5
Selling, general and administrative		257			272			(5.5	)
Depreciation and amortization		205			190			7.9
Other		1			(1	)	NM
Total operating expenses		1,014			1,009			0.5
Income from operations		220			275			(20.0	)
Income from equity method investments, net		8			19
Interest expense, net		(97	)		(114	)
Pension and other postretirement plans credit, net		8			7
Gain on disposal of an investment		-			40
Other (expenses) income, net		(1	)		1
Income before income taxes		138			228
Income tax expense		(41	)		(61	)
Net income		97			167
Net loss attributable to noncontrolling interests		11			8
Net income attributable to Nexstar Media Group, Inc.	$	108		$	175

NM – Not meaningful.

Three Months Ended March 31, 2025 Compared to the Same Period in 2024

The Company’s revenues decreased 3.9% for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to lower revenues from advertising.

Distribution revenue grew by 0.1%. The increase in distribution revenue reflects annual rate escalators and other contractual increases, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations, which more than offset the impact of MVPD subscriber attrition.

Advertising revenue decreased by $52 million, due to a decrease in political advertising by $32 million, as 2025 is not an election year, and a decrease in non-political revenue of $20 million due to ongoing advertising market softness.

Direct operating expenses, consisting primarily of programming, news and technical expenses, and selling, general and administrative expenses decreased by $12 million primarily due to recent restructuring initiatives to streamline key lines of business.

Depreciation and amortization expense increased by $15 million, as follows:

•

Amortization of broadcast rights was $88 million for the three months ended March 31, 2025, compared to $69 million for the same period in 2024, an increase of $19 million, primarily due to higher amortization of broadcast rights at The CW of $21 million to $73 million from $52 million due to increased sports programming in the first quarter of 2025 versus the prior year.

•

Depreciation of property and equipment was $43 million for the three months ended March 31, 2025, compared to $45 million for the same period in 2024 (no significant change).

•

Amortization of intangible assets was $74 million for the three months ended March 31, 2025, compared to $76 million for the same period in 2024 (no significant change).

Income from equity method investments, net decreased by $11 million primarily due to a decrease in net income of TV Food Network, our largest equity method investment. TV Food Network’s net income decreased primarily due to a decrease in its revenue. For additional information on our investment in TV Food Network, refer to Note 5 to our Condensed Consolidated Financial Statements.

During the first quarter of 2024, Nexstar received $40 million in cash proceeds, and recorded a gain on disposal of an investment for the same amount, in connection with BMI’s sale to New Mountain Capital.

Interest expense, net was $97 million for the three months ended March 31, 2025 compared to $114 million for the same period in 2024, a decrease of $17 million, or 14.9%, primarily due to lower interest rates and a reduction in outstanding debt.

The Company’s effective tax rates were 29.7% and 26.8% for each of the respective periods.

Permanent differences, including losses related to the minority interest in The CW, and excess benefit from vesting of restricted stock units resulted in a 1.9% increase to the effective tax rate. Changes in the valuation allowance resulted in a 0.8% increase to the effective tax rate.

The Company calculates its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjusts the provision for discrete tax items recorded in the period. Future changes in the forecasted annual income projections could result in significant adjustments to quarterly income tax expense in future periods.

Liquidity and Capital Resources

The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control. The Company believes it has sufficient unrestricted cash on hand, positive working capital, and availability to access additional cash under its revolving credit facilities (with a maturity date of June 2027) to meet its business operating requirements and capital expenditures and to continue to service its debt for at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q. As of March 31, 2025, the Company was in compliance with the financial covenants contained in the amended credit agreements governing its senior secured credit facilities.

Any future adverse economic conditions, including those resulting from heightened inflation and sustained high interest rates among other factors, could adversely affect the Company’s future operating results, cash flows and financial condition.

Cash Flow Summary

The following tables present summarized financial information management believes is helpful in evaluating the Company’s liquidity and capital resources (in millions):


	Three Months Ended March 31,
	2025			2024
Net cash provided by operating activities	$	337		$	276
Net cash used in investing activities		(61	)		(4	)
Net cash used in financing activities		(167	)		(182	)
Net increase in cash and cash equivalents	$	109		$	90
Cash paid for interest	$	107		$	121
Income taxes paid, net of refunds	$	2		$	2


	As of March 31,		As of December 31,
	2025		2024
Cash and cash equivalents	$	253	$	144

Cash Flows—Operating Activities

Net cash flows provided by operating activities increased by $61 million during the three months ended March 31, 2025, compared to the same period in 2024, due primarily to changes in operating assets and liabilities primarily reflecting timing of receipts and payments, offset, in part by a reduction in net income excluding gain on sale of assets and other non-cash items.

Cash Flows—Investing Activities

Net cash flows used in investing activities increased by $57 million during the three months ended March 31, 2025, compared to the same period in 2024. This was primarily due to payment for an acquisition of $22 million in 2025 and a decrease in proceeds received from disposal of an investment of $40 million in 2024, partially offset by a decrease in capital expenditures of $9 million.

Cash Flows—Financing Activities

Net cash flows used in financing activities decreased by $15 million during the three months ended March 31, 2025, compared to the same period in 2024. This was primarily due to a decrease in stock repurchases of $36 million and a decrease in contribution received from noncontrolling interests of $19 million.

Subsequent Investing and Financing Activities

From April 1, 2025 to May 8, 2025, we repurchased 209,915 shares of our common stock for $32 million, funded by cash on hand. As of the date of filing this Quarterly Report on Form 10-Q, the remaining available amount under the share repurchase authorization was $1.4 billion.

On May 5, 2025, Nexstar’s Board of Directors declared a quarterly cash dividend of $1.86 per share of its common stock. The dividend is payable on June 2, 2025 to stockholders of record on May 19, 2025.

Long-term debt

As of March 31, 2025, the Company had total outstanding debt of $6.495 billion, net of unamortized financing costs, discounts and premium, which represented 74.3% of the Company’s combined capitalization. The Company’s high level of debt requires that a substantial portion of cash flow be dedicated to pay principal and interest on debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes.


	As of March 31,			As of December 31,
(dollars in millions)	2025			2024
Nexstar senior secured credit facility	$	3,449		$	3,479
Mission senior secured credit facility		351			352
5.625% Notes, due July 2027		1,714			1,714
4.75% Notes, due November 2028		1,000			1,000
Total outstanding principal		6,514			6,545
Less: Unamortized financing costs, discounts and premium, net		(19	)		(22	)
Total outstanding debt	$	6,495		$	6,523

Unused revolving loan commitments under senior secured credit facilities (1)	$	543		$	545

(1)

Based on covenant calculations as of March 31, 2025, all of the $530 million and $14 million in unused revolving loan commitments under the respective Nexstar and Mission senior secured credit facilities were available for borrowing.

The following table summarizes the principal indebtedness scheduled to mature for the periods referenced as of March 31, 2025 (in millions):


			Payments Due by Period
	Total		Remainder of 2025		2026		2027-2028		2029-2030		Thereafter
Nexstar senior secured credit facility	$	3,449	$	91	$	1,479	$	1,879	$	-	$	-
Mission senior secured credit facility		351		2		3		346		-		-
5.625% Notes, due July 2027		1,714		-		-		1,714		-		-
4.75% Notes, due November 2028		1,000		-		-		1,000		-		-
	$	6,514	$	93	$	1,482	$	4,939	$	-	$	-

We (excluding The CW) guarantee full payment of all obligations incurred under Mission’s senior secured credit facility in the event of its default. Mission is a guarantor of our senior secured credit facility, our 5.625% Notes, due July 2027 and our 4.75% Notes, due November 2028. In consideration of our guarantee of Mission’s senior secured credit facility, Mission has granted us purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various dates between 2025 and 2034) are freely exercisable or assignable by us without consent or approval by Mission or its shareholders. We expect these option agreements to be renewed upon expiration.

We make semiannual interest payments on the 5.625% Notes, due July 2027 on January 15 and July 15 of each year. We make semiannual interest payments on our 4.75% Notes, due November 2028 on May 1 and November 1 of each year. Interest payments on our and Mission’s senior secured credit facilities are generally paid every one to three months and are payable based on the type of interest rate selected.

The terms of our and Mission’s senior secured credit facilities, as well as the indentures governing our 5.625% Notes, due July 2027 and 4.75% Notes, due November 2028, limit, but do not prohibit us or Mission, from incurring substantial amounts of additional debt in the future. The Company’s senior secured credit facilities and the indentures governing our existing notes may limit the amount of dividends we may pay to stockholders and share repurchases we may make over the term of the agreement.

The Company does not have any rating downgrade triggers that would accelerate the maturity dates of its debt. However, a downgrade in the Company’s credit rating could adversely affect its ability to renew the existing credit facilities, obtain access to new credit facilities or otherwise issue debt in the future and could increase the cost of such debt.

The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain financial covenants. Any additional drawings under the senior secured credit facilities will reduce the Company’s future borrowing capacity and the amount of total unused revolving loan commitments. Any future adverse economic conditions, including those resulting from heightened and sustained inflation and higher interest rates, could adversely affect our future operating results and cash flows and may cause us to seek alternative sources of funding, including accessing capital markets, subject to market conditions. Such alternative sources of funding may not be available on commercially reasonable terms or at all.

Our credit agreement contains a covenant which requires us to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the Company’s combined results, excluding the operating results of The CW, which Nexstar designated as an unrestricted subsidiary under its credit agreements and indentures. The Mission amended credit agreement does not contain financial covenant ratio requirements but does provide for default in the event we do not comply with all covenants contained in our credit agreement. As of March 31, 2025, we were in compliance with our financial covenant. We believe the Company will be able to maintain compliance with all covenants contained in the credit agreements governing its senior secured facilities and the indentures governing Nexstar’s 5.625% Notes, due July 2027 and Nexstar’s 4.75% Notes, due November 2028 for a period of at least the next 12 months as of the filing date of this Quarterly Report on Form 10-Q.

Our senior secured credit facility may limit the amount of dividends we may pay to stockholders.

Off-Balance Sheet Arrangements

As of March 31, 2025, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or VIEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. All of our arrangements with our VIEs in which we are the primary beneficiary are on-balance sheet arrangements. Our variable interests in other entities are obtained through local service agreements, which have valid business purposes and transfer certain station activities from the station owners to us. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

As of March 31, 2025, we had outstanding standby letters of credit with various financial institutions amounting to $20 million. The outstanding balance of standby letters of credit is deducted against our unused revolving loan commitment under our senior secured credit facility and would not be available for withdrawal.

Issuer and Guarantor Summarized Financial Information

Nexstar Media Inc. (the “Issuer”) is the issuer of 5.625% Notes, due July 2027 and 4.75% Notes, due November 2028. These notes are fully and unconditionally guaranteed, jointly and severally, by Nexstar Media Group, Inc. (“Parent”), Mission (a consolidated VIE) and the Subsidiary Guarantors (as defined below). The Issuer, Subsidiary Guarantors, Parent and Mission are collectively referred to as the “Obligor Group” for the 5.625% Notes, due July 2027 and 4.75% Notes, due November 2028. “Subsidiary Guarantors” refers to certain of the Issuer’s restricted subsidiaries (excluding The CW) that guarantee these notes. The guarantees of the notes are subject to release in limited circumstances upon the occurrence of certain customary conditions set forth in the indentures governing the 5.625% Notes, due July 2027 and the 4.75% Notes, due November 2028. The 5.625% Notes, due July 2027 and 4.75% Notes, due November 2028 are not registered with the SEC.

The following combined summarized financial information is presented for the Obligor Group after elimination of intercompany transactions between Parent, Issuer, Subsidiary Guarantors and Mission in the Obligor Group and amounts related to investments in any subsidiary that is a non-guarantor. This information is not intended to present the financial position or results of operations of the consolidated group of companies in accordance with U.S. GAAP.

Summarized Balance Sheet Information for the Obligor Group (in millions):


	March 31, 2025		December 31, 2024
Current assets – external(1)	$	1,265	$	1,149
Current assets – due from consolidated entities outside of Obligor Group		13		11
Total current assets		1,278		1,160
Noncurrent assets – external(1)(2)		9,010		9,066
Noncurrent assets – due from consolidated entities outside of Obligor Group		75		74
Total noncurrent assets		9,085		9,140
Total current liabilities(1)		704		685
Total noncurrent liabilities(1)		8,329		8,387
Noncontrolling interests		-		-

(1)

Excludes the assets and liabilities of The CW as it is not a guarantor of the 4.75% Notes, due November 2028 and 5.625% Notes, due July 2027. On September 30, 2022, Nexstar acquired a 75.0% ownership interest in The CW.

(2)

Excludes Issuer’s equity investments of $775 million and $877 million as of March 31, 2025 and December 31, 2024, respectively, in unconsolidated investees. These unconsolidated investees do not guarantee the 4.75% Notes, due November 2028 and 5.625% Notes, due July 2027. For additional information on equity investments, refer to Note 5 to our Condensed Consolidated Financial Statements.

Summarized Statements of Operations Information for the Obligor Group (in millions):


	Three Months Ended
	March 31, 2025
Net revenue – external	$	1,186
Net revenue – from consolidated entities outside of Obligor Group		4
Total net revenue		1,190
Costs and expenses – external		909
Costs and expenses – to consolidated entities outside of Obligor Group		16
Total costs and expenses		925
Income from operations		265
Net income		133
Net income attributable to Obligor Group		133
Income from equity method investments, net		8

Critical Accounting Estimates

Our Condensed Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures. On an ongoing basis, we base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from those estimates, and any such differences could be material to our Condensed Consolidated Financial Statements.

Information with respect to the Company’s critical accounting estimates which it believes could have the most significant effect on the Company’s reported results and require subjective or complex judgments by management is contained in our Annual Report on Form 10-K for the year ended December 31, 2024. Management believes that as of March 31, 2025, there has been no material change to this information.

Recent Accounting Pronouncements

Refer to Note 2 of our Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of recently issued accounting pronouncements, including our expected date of adoption and effects on results of operations and financial position.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The Company’s exposure to market risk for changes in interest rates relates primarily to its long-term debt obligations.

The term loan borrowings under the Company’s senior secured credit facilities bear interest at rates ranging from 5.82% to 6.82% as of March 31, 2025, which represent (i) the base rate, the Secured Overnight Financing Rate (“SOFR”) plus (ii) a credit spread adjustment, and (iii) the applicable margin, as defined. Interest is payable in accordance with the credit agreements.

Based on the outstanding balances of the Company’s senior secured credit facilities (term loans and revolving loans) as of March 31, 2025, an increase in SOFR by 100 basis points would increase our annual interest expense and decrease our cash flow from operations by $38 million (excluding tax effects). A decrease in SOFR by 100 basis points would decrease our annual interest expense and increase our cash flow from operations by $38 million (excluding tax effects). Our 5.625% Notes, due July 2027 and 4.75% Notes, due November 2028 are fixed rate debt obligations and therefore are not exposed to market interest rate changes. As of March 31, 2025, the Company has no financial instruments in place to hedge against changes in the benchmark interest rates on its senior secured credit facilities.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Nexstar’s management, with the participation of its Chairman and Chief Executive Officer along with its Chief Financial Officer, conducted an evaluation as of the end of the period covered by this report of the effectiveness of the design and operation of Nexstar’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon that evaluation, Nexstar’s Chairman and Chief Executive Officer and its Chief Financial Officer concluded that as of the end of the period covered by this report, Nexstar’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to Nexstar’s management, including its Chairman and Chief Executive Officer and its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

As of the quarter ended March 31, 2025, there have been no changes in Nexstar’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

ITEM 1A. Risk Factors

There have been no material changes to the risk factors that were previously disclosed in Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

As of December 31, 2024, the remaining available amount under the share repurchase authorization was $1.6 billion, which includes the $1.5 billion increase to the share repurchase program authorized by Nexstar’s Board of Directors on July 26, 2024. During the three months ended March 31, 2025, Nexstar repurchased a total of 441,164 shares of its common stock for $75 million, funded by cash on hand. As of March 31, 2025, the remaining available amount under the share repurchase authorization was $1.5 billion.

The following is a summary of Nexstar’s repurchases of its common stock by month during the quarter ended March 31, 2025 (in millions, except for share and per share information):


					Total Number of Shares		Approximate Dollar Value
					Purchased as Part of		of Shares That May Yet Be
	Total Number		Average Price		Publicly Announced		Purchased Under the
	of Shares Purchased		Paid per Share		Plans or Programs		Plans or Programs
January 3 to 31, 2025		92,159	$	155.81		92,159	$	1,537
February 3 to 7, 2025		20,423	$	153.75		20,423		1,534
March 4 to 28, 2025		328,582	$	174.98		328,582		1,477
		441,164	$	169.99		441,164

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

None.

ITEM 5. Other Information

(a)

Amendment to Employment Agreement

On May 2, 2025, The Company entered into an Amendment to Employment Agreement (the “Amendment”) amending that certain Amended and Restated Employment Agreement, dated September 19, 2023 by and between the Company and Sean Compton, to, among other things, revise certain terms of Mr. Compton’s annual bonus opportunity thereunder. Under the terms of the Amendment, beginning with the fiscal year 2025, Mr. Compton’s annual bonus amount will be determined based on the following criteria: (i) 30% of the annual bonus will be earned if the Company exceeds 90% of budgeted Net Revenue or Adjusted EBITDA and (ii) 70% of the annual bonus will be earned based on the achievement of discretionary targets based on financial, operational or strategic objectives specific to his line of business.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

(b)

None.

(c)

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

None of the Company’s directors or officers , , or a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended March 31, 2025.

ITEM 6. Exhibits


Exhibit No.		Description
10.1		Amendment to Executive Employment Agreement, dated as of May 2, 2025 between Sean Compton and Nexstar Media Group, Inc.*
31.1		Certification of Perry A. Sook pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Lee Ann Gliha pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Perry A. Sook pursuant to 18 U.S.C. ss. 1350.*
32.2		Certification of Lee Ann Gliha pursuant to 18 U.S.C. ss. 1350.*
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


NEXSTAR MEDIA GROUP, INC.

		/S/ PERRY A. SOOK
By:		Perry A. Sook
Its:		Chairman and Chief Executive Officer (Principal Executive Officer)

		/S/ LEE ANN GLIHA
By:		Lee Ann Gliha
Its:		Chief Financial Officer (Principal Accounting and Financial Officer)

Dated: May 8, 2025

NEXSTAR MEDIA GROUP, INC. - Quarter Report: 2025 March (Form 10-Q)

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