What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-28 · 437 added, 605 removed, 1084 unchanged (49% of the section changed)

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Ot her Information

Rule 10b5-1 Trading Plans

On December 26, 2023 , Perry Sook , our Chairman and Chief Executive Officer , adopted a 10b5-1 Trading Plan (“Sook Sales Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Sook Sales Plan provides for the exercise and sale of 100,000 stock options (such stock options were awarded on January 14, 2015 and are scheduled to expire on January 14, 2025).

The Sook Sales Plan, which was entered into during an open trading window under the Company’s insider trading policy, will be in effect until the earlier of (a) November 13, 2024 , and (b) the date on which the total shares subject to the Sook Sales Plan have been sold.

Disclo sure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

Information concerning directors that is required by this Item 10 will be set forth in the Proxy Statement to be provided to stockholders in connection with our 2024 Annual Meeting of Stockholders (the “Proxy Statement”) or in an amendment to this Annual Report on Form 10-K under the headings “Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Report,” which information is incorporated herein by reference.

Information concerning directors that is required by this Item 10 will be set forth in and is incorporated herein by reference from the Proxy Statement to be provided to stockholders in connection with our 2025 Annual Meeting of Stockholders (the “Proxy Statement”).

Executive Compensation

Information required by this Item 11 will be set forth in the Proxy Statement under the headings “Compensation of Named Executive Officers” and “Compensation of Directors,” which information is incorporated herein by reference.

Information specified in Items 402(k) and 402(l) of Regulation S-K and set forth in the Proxy Statement is incorporated by reference.

Information required by this Item 11 will be set forth in and is incorporated herein by reference from the Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters

Information required by this Item 12 will be set forth in the Proxy Statement under the headings “Beneficial Ownership of Nexstar Common Stock” and “Compensation of Named Executive Officers,” which information is incorporated herein by reference.

Information required by this Item 12 will be set forth in and is incorporated herein by reference from the Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence

Information required by this Item 13 will be set forth in the Proxy Statement under the heading “Certain Relationships and Related Person Transactions,” which information is incorporated herein by reference.

Information required by this Item 13 will be set forth in and is incorporated herein by reference from the Proxy Statement.

Principal Accountant Fees and Services

Information required by this Item 14 will be set forth in the Proxy Statement under the heading “Independent Registered Public Accounting Firm Fees and Other Matters,” which information is incorporated herein by reference.

Information required by this Item 14 will be set forth in and is incorporated herein by reference from the Proxy Statement.

Exhibits and Financial Statement Schedules

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Exhibit Description

Agreement and Plan of Merger, dated as of January 27, 2016, by and between Nexstar Media Group, Inc., Media General, Inc., and Neptune Merger Sub, Inc.

(Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No.

000-50478) filed by Nexstar Media Group, Inc.

on January 28, 2016).

Agreement and Plan of Merger, dated as of November 30, 2018, by and between Nexstar Media Group, Inc., Tribune Media Company and Titan Merger Sub, Inc.

(Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No.

000-50478) filed by Nexstar Media Group, Inc.

on December 4, 2018).

Asset Purchase Agreement, dated as of March 20, 2019, by and among Nexstar Media Group, Inc., Belo Holdings, Inc.

and TEGNA Inc.

(Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No.

000-50478) filed by Nexstar Media Group, Inc.

on March 26, 2019).

Asset Purchase Agreement, dated as of March 20, 2019, by and among Nexstar Media Group, Inc., Scripps Media, Inc.

and Scripps Broadcasting Holdings, LLC.

(Incorporated by reference to Exhibit 2.2 to Current Report on Form 8-K (File No.

000-50478) filed by Nexstar Media Group, Inc.

on March 26, 2019).

Certificate of Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc.

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Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934.*

Contingent Value Rights Agreement, dated as of January 13, 2017, by and between Nexstar Media Group, Inc.

and American Stock Transfer & Trust Company, LLC as rights agent (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

000-50478) filed by Nexstar Media Group, Inc.

on January 17, 2017).

Stock Option Agreement, dated as of November 29, 2011, by and among Mission Broadcasting, Inc., Nancie J.

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000-50478) filed by Nexstar Media Group, Inc.).

Executive Employment Agreement, dated as of January 5, 1998, by and between Perry A.

Sook and Nexstar Media Group, Inc., as amended on January 5, 1999.

(Incorporated by reference to Exhibit 10.11 to Registration Statement on Form S-4 (File No.

333-62916) filed by Nexstar Finance, L.L.C.

and Nexstar Finance, Inc.).

Amendment to Employment Agreement, dated as of May 10, 2001, by and between Perry A.

Sook and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-4 (File No.

333-62916) filed by Nexstar Finance, L.L.C.

and Nexstar Finance, Inc.).

Modifications to Employment Agreement, dated as of September 26, 2002, by and between Perry A.

Sook and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.55 to Amendment No.

2 to Registration Statement on Form S-1 (File No.

333-86994) filed by Nexstar Media Group, Inc.).

Addendum to Employment Agreement, dated as of August 25, 2003, by and between Perry A.

Sook and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.20 to Registration Statement on Form S-1 (File No.

333-86994) filed by Nexstar Media Group, Inc.).

Addendum to Employment Agreement, dated as of July 2, 2007, by and between Perry A.

Sook and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended June 30, 2007 (File No.

000-50478) filed by Nexstar Media Group, Inc.

on August 8, 2007).

Addendum to Executive Employment Agreement between Perry A.

Sook and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.93 to Annual Report on Form 10-K (File No.

000-50478) filed by Nexstar Media Group, Inc.

on March 31, 2009).

Addendum to Executive Employment Agreement, dated as of September 11, 2012, between Perry A.

Sook and Nexstar Broadcasting, Inc.

(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

000-50478) filed by Nexstar Media Group, Inc.

on September 17, 2012).

Amendment to Executive Employment Agreement, dated as of January 29, 2015 between Perry A.

Sook and Nexstar Broadcasting, Inc.

(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

000-50478) filed by Nexstar Media Group, Inc.

on February 5, 2015).

Amendment to Executive Employment Agreement, dated as of January 15, 2019 between Perry A.

Amended Executive Employment Agreement, dated as of January 15, 2019 between Perry A.

Sook and Nexstar Broadcasting, Inc.

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on August 4, 2022.

Executive Employment Agreement, dated as of July 13, 2009, by and between Thomas E.

Carter and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No.

000-50478) filed by Nexstar Media Group, Inc.

on August 12, 2009).

Amendment to the Executive Agreement between Thomas E.

Carter and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

000-50478) filed by Nexstar Media Group, Inc.

on August 1, 2014).

Amendment to Executive Employment Agreement, dated as of January 9, 2017, between Thomas E.

Carter and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

000-50478) filed by Nexstar Media Group, Inc.

on January 13, 2017).

Executive Employment Agreement, dated as of September 25, 2020, between Thomas E.

Carter and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

000-50478) filed by Nexstar Media Group, Inc.

on October 1, 2020).

Executive Employment Agreement, effective as of August 21, 2023, between Michael Biard and Nexstar Media Group, Inc.

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on December 20, 2023.

Executive Employment Agreement, dated as of September 5, 2019, between Dana Zimmer and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

000-50478) filed by Nexstar Media Group, Inc.).

Amendment to Executive Employment Agreement, effective as of September 19, 2023, between Dana Zimmer and Nexstar Media Group, Inc.

Executive Employment Agreement, effective as of September 19, 2023, between Dana Zimmer and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No.

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on July 17, 2023.

Executive Employment Agreement, dated June 1, 2021 between Andrew Alford and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No.

000-50478) filed by Nexstar Media Group, Inc.).

Executive Employment Agreement, dated August 26, 2019 between Sean Compton and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No.

000-50478) filed by Nexstar Media Group, Inc.).

Amendment to Executive Employment Agreement, dated November 1, 2020 between Sean Compton and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No.

000-50478) filed by Nexstar Media Group, Inc.).

Amendment to Executive Employment Agreement, effective as of September 19, 2023, between Sean Compton and Nexstar Media Group, Inc.

Executive Employment Agreement, effective as of September 19, 2023, between Sean Compton and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

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Nexstar Media Group, Inc.

2012 Long-Term Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

000-50478) filed by Nexstar Media Group, Inc.

on October 2, 2012).

Nexstar Media Group, Inc.

2015 Long-Term Equity Incentive Plan (Incorporated by reference to Definitive Proxy Statement on Schedule 14A (File No.

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000-50478) filed by Nexstar Media Group, Inc.).

Nexstar Media Group, Inc.

Insider Trading and Anti-Hedging/Pledging Policy.*

Subsidiaries of the Registrant.*

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Clawback Policy, Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

000-50478) filed by Nexstar Media Group, Inc.).

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.

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

+ Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

* Filed herewith.

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/s/ DENNIS J.

/s/ ELLEN JOHNSON

Ellen Johnson

THOMAS MCMILLEN

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Lisbeth McNabb

MARTIN POMPADUR

Martin Pompadur

NEXSTAR MEDIA GROUP, INC.

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Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023, 2022 and 202 1

Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Noncontrolling Interests for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

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Retirement and Postretirement Plans

Fair Value Measurements

Stock-Based Compensation

FCC Regulatory Matters

Commitments and Contingencies

Stock-Based Compensation

Income Per Share

Fair Value Measurements

Valuation and Qualifying Accounts

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We have audited the accompanying consolidated balance sheets of Nexstar Media Group, Inc.

and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income, of changes in stockholders’ equity and redeemable noncontrolling interests and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Total assets (1)

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERSʼ EQUITY

Current liabilities:

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Accrued expenses

Operating lease liabilities

Other current liabilities

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Commitments and contingencies (Note 11)

Redeemable noncontrolling interests (Note 2)

Stockholders’ equity:

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Additional paid-in capital

Accumulated other comprehensive income

Accumulated other comprehensive (loss) income

Retained earnings

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Total stockholders’ equity

Total liabilities and stockholders’ equity

Total liabilities, redeemable noncontrolling interests and stockholdersʼ equity

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

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Goodwill and long-lived asset impairments

Reimbursement from the FCC related to station repack

Total operating expenses

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Interest expense, net

Loss on extinguishment of debt

Pension and other postretirement plans credit, net

Gain on disposal of an investment

Other expenses, net

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Net income attributable to Nexstar Media Group, Inc.

Net income per common share attributable to Nexstar Media Group, Inc.:

Net income per share available to common stockholders:

Weighted average number of common shares outstanding:

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Diluted (in thousands)

Other comprehensive income (loss):

Change in unrecognized amounts included in pension and other postretirement benefit obligations, net of tax benefit (expense) of $ 9 in 2023, $ 39 in 2022, and ($ 37 ) in 2021

Other comprehensive loss:

Change in unrecognized amounts included in pension and other postretirement benefit obligations, net of tax benefit of $ 1 in 2024, $ 9 in 2023 and $ 39 in 2022

Total comprehensive income

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NEXSTAR MEDIA GROUP, INC.

CONSOLIDATED STATEMENTS OF CHA NGES IN STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CHA NGES IN STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

For the Three Years Ended December 31, 2024

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

Noncontrolling

Comprehensive

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Stockholdersʼ

Income (Loss)

Balances as of December 31, 2021

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Dividends declared on common stock ($ 3.60 per share)

Change in reporting entity resulting from common control transactions

Contribution from noncontrolling interests

Noncontrolling interests from a business combination (see Note 3)

Distribution to a noncontrolling interest

Change in pension and other postretirement benefit obligations, net of tax

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Contribution from noncontrolling interests

Noncontrolling interests from a business combination (see Note 3)

Distribution to a noncontrolling interest

Change in pension and other postretirement benefit obligations, net of tax

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Dividends declared on common stock ($ 6.76 per share)

Adjustment to redeemable noncontrolling interests (Note 2)

Contribution from noncontrolling interests

Accretion of redeemable noncontrolling interests (Notes 2 and 15)

Change in reporting entity resulting from common control transaction

Change in pension and other postretirement benefit obligations, net of tax

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Amortization of debt financing costs, debt discounts and premium

Gain on disposal of an investment

Deferred income taxes

Spectrum repack reimbursements

Payments for broadcast rights

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Deposits received associated with the sale of real estate assets

Proceeds from disposal of an investment

Proceeds from disposals of assets

Cash acquired on business acquisition

Spectrum repack reimbursements

Other investing activities, net

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Cash paid for shares withheld for taxes

Proceeds from exercise of stock options

Payments for contingent consideration in connection with a past acquisition

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As of December 31, 2024 , we owned, operated, programmed or provided sales and other services to 200 full power television stations and one AM radio station, including those television stations owned by VIEs, in 116 markets in 40 states and the District of Columbia.

The stations are affiliates of CBS, FOX, NBC, ABC, The CW, MyNetworkTV, and other broadcast television networks.

The stations are affiliates of CBS, FOX, NBC, ABC, The CW, MyNetworkTV (“MNTV”), and other broadcast television networks.

As of December 31, 2024 , Nexstar’s stations reached approximately 39 % of all U.S.

television households (after applying the Federal Communications Commission’s (“FCC”) ultra-high frequency (“UHF”) discount).

Through various local service agreements, we provided sales, programming, and other services to 35 television stations owned by consolidated VIEs and one television station owned by an unconsolidated VIE.

Nexstar also owns a 75.0 % ownership interest in The CW Network, LLC, the fifth major broadcast network in the 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 35 television stations owned by consolidated VIEs and two television stations owned by unconsolidated VIEs.

As of December 31, 2024 , Nexstar also owns a 77.1 % ownership interest in The CW Network, LLC, the fifth major broadcast network in the U.S.

(“The CW”), NewsNation, a national cable news network, two digital multicast networks, Antenna TV and REWIND TV, multicast network services provided to third parties, and a 31.3 % ownership stake in Television Food Network, G.P.

(“TV Food Network”).

Our digital assets include more than 140 local websites, 278 mobile applications, 25 connected television applications, six free-ad supported television channels representing products of our local television stations, The CW, NewsNation, The Hill and BestReviews, and a suite of advertising solutions.

Our digital assets include 138 local websites and 229 mobile applications across local stations, NewsNation and The Hill.

The portfolio also includes eight connected television applications and three free ad-supported television channels from The CW and The Hill.

Summary of Significant Accounting Policies

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The Consolidated Financial Statements include the accounts of Nexstar, subsidiaries consolidated through voting interests and VIEs for which we are the primary beneficiary (See “Variable Interest Entities” section below).

Noncontrolling interests represent the minority owners’ share in profit or loss and equity of The CW and the VIE owners’ share in profit or loss and equity in the consolidated VIEs.

Noncontrolling interests are presented as a component separate from Nexstar’s stockholders’ equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity.

All intercompany account balances and transactions have been eliminated in consolidation.

Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance.

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, its capital expenditures and to continue to service its debt for at least the next 12 months as of the filing date of this Annual Report on Form 10-K.

As of December 31, 2023 , the Company was in compliance with the financial covenants contained in the amended credit agreements governing its senior secured credit facilities.

Variable Interest Entities

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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.

Nexstar has determined that it has a variable interest in WYZZ.

Nexstar has also evaluated its arrangements with Cunningham and has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating budget, programming and oversight and control of sales management personnel.

Therefore, Nexstar has not consolidated WYZZ under authoritative guidance related to the consolidation of VIEs.

There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham.

Cunningham does not guarantee Nexstar’s debt.

In January 2024, we entered into a multi-year TBA with KAZT, L.L.C., the owner of television station KAZT-TV in Phoenix, Arizona, and acquired the station’s non-license assets for a nominal cash payment.

We were also granted an option to purchase the station from KAZT, L.L.C., subject to FCC consent.

On February 1, 2024, KAZT-TV became an affiliate of The CW.

Nexstar has determined that it has variable interests in WYZZ and KAZT-TV.

Nexstar has also evaluated its arrangements with Cunningham and KAZT, L.L.C.

and has determined that it is not the primary beneficiary of the variable interests because it does not have the ultimate power to direct the activities that most significantly impact the stations’ economic performance.

Therefore, Nexstar has not consolidated WYZZ and KAZT-TV under authoritative guidance related to the consolidation of VIEs.

There were no significant transactions arising from Nexstar’s outsourcing agreement with Cunningham or TBA with KAZT, L.L.C.

Neither Cunningham nor KAZT, L.L.C.

guarantees Nexstar’s debt.

Basis of Presentation

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GAAP requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities and the disclosure for contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

The more significant estimates made by management include, but are not limited to, those relating to allowance for credit losses, valuation of assets acquired and liabilities assumed in business combinations, distribution revenue recognized, deferred income tax asset valuation allowances, fair value of stock-based compensation, the recoverability of goodwill, FCC licenses and long-lived assets, pension and postretirement obligations, the recoverability of investments, the recoverability of broadcast rights and the useful lives of property and equipment and intangible assets.

The more significant estimates made by management include, but are not limited to, those relating to valuation of assets acquired and liabilities assumed in business combinations, distribution revenue recognized, income taxes, the recoverability of goodwill, indefinite-lived intangible assets (FCC licenses), long-lived assets (property and equipment and definite-lived intangible assets), investments and broadcast rights, the useful lives of long-lived assets, valuation of pension and postretirement obligations, fair value of stock-based compensation, accretion of redeemable noncontrolling interests and allowance for credit losses.

As of December 31, 2024 , the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or revision of the carrying value of its assets or liabilities.

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Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash equivalents.

The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents.

Accounts Receivable and Allowance for Credit Losses

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Concentration of Credit Risk

Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents, restricted cash, and accounts receivable.

Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable.

Cash deposits are maintained with several financial institutions.

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however, the Company believes these deposits are maintained with financial institutions of reputable credit and are not subject to any unusual credit risk.

A significant portion of the Company’s accounts receivable is due from multichannel video programming distributors (“MVPDs”) and local and national advertising agencies.

A significant portion of the Company’s accounts receivable is due from multichannel video programming distributors and local and national advertising agencies.

The Company does not require collateral from its customers but maintains reserves for potential credit losses.

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The Company has not experienced significant losses related to receivables from individual customers or by geographical area.

Revenue Recognition

The Company recognizes revenues when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company’s revenue is primarily derived from the sale of advertising and the compensation received from traditional MVPDs, such as cable and satellite providers, as well as online video distributors (“OVDs”), companies that provide video content through internet streaming, in return for the Company’s consent to the retransmission of the signals of its television stations or the carriage of NewsNation.

Total revenue includes advertising revenue, distribution revenue, digital revenue and other broadcast related revenues.

The Company’s contracts with customers may include multiple performance obligations.

For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is generally determined based on the price charged to customers.

The Company also determines whether gross or net presentation is appropriate based on its relationship in the applicable transaction with its ultimate customer.

Any amounts paid by customers but not earned as of the balance sheet date are recorded as a contract liability (deferred revenue).

The lag between billing the customers and when the payment is due is not significant.

Core and Political Advertising Revenues —The Company generates revenue by delivering advertising on the Company’s television stations, cable and broadcast networks, and radio station.

The advertising contracts are short-term in nature and include a number of spots that are delivered over the term of the arrangement.

For broadcast of commercials (local and national advertising, or core advertising, and political advertising), the performance obligation is identified at the contract level as it represents a promise to deliver an agreed number of spots, an agreed price per spot and other specifications.

Each performance obligation is satisfied over time as the advertiser receives and consumes benefits when its commercial is aired.

Distribution Revenues —The Company’s retransmission consent and carriage agreements with MVPDs and OVDs generally provide revenue based on a monthly amount the Company is entitled to receive per subscriber.

These revenues are considered arising from the licensing of functional intellectual property.

As such, the Company applies the exception for sales- or usage-based royalty for the accounting of variable consideration and recognizes revenue (distribution revenue) at the point in time the broadcast signal is delivered to the distributors.

The distributors report their subscriber numbers to the Company on a 30- to 60-day lag, which coincides with their payment of the fees due to the Company.

Prior to receiving the report, the Company records revenue based on an estimated number of subscribers and the monthly amount the Company is entitled to receive per subscriber.

Adjustments associated with the resolution of such estimates have, historically, been inconsequential.

Other distribution revenue includes affiliate compensation revenue in accordance with certain affiliation agreements, which is recognized ratably over the term of the agreement.

Digital Revenues —For station digital advertising, the performance obligation is a station’s promise to place an advertisement on its website and is satisfied either based on impressions or the placement of ads over an agreed period of time.

Advertising revenue is recognized, for the amount the Company is entitled to receive, when the advertisements are broadcast or delivered on the stations’ websites.

Other digital advertising includes revenue from video and display advertising platforms that are delivered locally or nationally through our own and various third party websites and mobile applications.

Revenue is recognized at the time advertising is delivered through these platforms.

Revenue from other digital businesses includes a consumer product reviews platform, which is recognized upon performance of services.

The Company applies the right to invoice practical expedient to certain transactions where the invoice amount corresponds directly with the value to its customers.

Most of the arrangements with customers are short-term in nature.

Contract Costs —The Company does not capitalize costs incurred to obtain contracts for advertising due to their short-term nature.

Additionally, the incremental benefit from efforts in acquiring these contracts is not considered significant.

Thus, the Company records sales commissions as an expense when incurred.

Contract Liabilities —The Company’s contract liabilities, which are included in its Consolidated Financial Statements as other current liabilities, consist primarily of customer payments received for products or services before the transfer of control to the customer occurs (deferred revenue).

The performance primarily involves the delivery of advertisements to the customers.

The Company does not disclose the value of unsatisfied performance obligations on its contracts with customers because they are either (i) contracts with an original expected term of one year or less, (ii) contracts for which the sales- or usage-based royalty exception was applied, or (iii) contracts for which revenue is recognized in proportion to the amount the Company has the right to invoice for services performed.

See Note 17 for disaggregated revenue information.

The Company accounts for investments in which it owns at least 20 % of an investee’s voting securities or has significant influence over an investee under the equity method of accounting.

The Company records equity method investments at cost.

For investments acquired in a business combination, the cost is the estimated fair value allocated to the investment.

The amounts initially recognized are subsequently adjusted for the Company’s appropriate share of the net earnings or losses of the investee.

The Company records any investee losses up to the carrying amount of the investment plus any advances and loans made to the investee and any financial guarantees made on behalf of the investee.

The Company recognizes its share in earnings and losses of the investee as “Income from equity method investments, net” in the Consolidated Statements of Operations and Comprehensive Income.

Investments are also increased by contributions made to and decreased by distributions from the investee.

The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired.

The Company evaluates equity method investments for other-than temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.

For the years ended December 31, 2023, 2022 and 2021 , the Company did no t identify any events or changes in circumstances which indicated that the carrying amount of investments may be impaired.

See Note 6 for additional information on the Company’s investments.

The Company determines if a contract is a lease at inception.

We determine that a contract contains a lease if we obtain substantially all of the economic benefits of, and the right to direct the use of, an asset identified in the contract.

For leases with terms greater than 12 months, we record right-of-use (“ROU”) asset and lease liability which are both measured at the present value of the future lease payments over the lease term.

The lease payments exclude any executory costs as they are not significant.

The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, and specific characteristics unique to the particular lease that would make it reasonably certain that the Company would exercise such option.

As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate was used in determining the present value of future lease payments.

The discount rate represents a risk-adjusted rate on a secured basis and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term.

ROU assets and lease liabilities arising from operating leases are included in other noncurrent assets, other current liabilities and other noncurrent liabilities in the accompanying Consolidated Balance Sheets.

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

See Note 9 for additional disclosures on leases as of December 31, 2023 .

Broadcast Rights and Broadcast Rights Payable

The Company acquires licenses to broadcast programs from national program syndicators and from certain production companies.

The Company records these contracts as an asset and a liability when the following criteria are met:

(i) the license period has begun, (ii) the cost of each program is known or reasonably determinable, (iii) the program material has been accepted in accordance with the license agreement, and (iv) the program is produced and available for broadcast.

Broadcast rights are initially recorded at the contract cost and are amortized on a straight-line basis over the period the programming airs.

The current portion of broadcast rights represents those rights available for broadcast which will be amortized in the succeeding year.

The Company periodically evaluates the net realizable value, calculated using the average historical rates for the programs or the time periods the programming will air, of broadcast rights and adjusts the amortization for any deficiency calculated.

As of December 31, 2023 and 2022 , programming costs included $ 64 million and $ 66 million, respectively, that were contractually due related to episodes that had been completed by certain production companies but not yet delivered to the Company.

Such episodes are typically delivered within a few weeks of completion.

The Company also acquired exclusive rights to broadcast various live sports games in exchange for rights fees paid over the season associated with the live sports games.

The Company amortizes these programming rights as an expense over each season based upon contractually stated rates which align with the projected revenue over the contractual term.

Amortization is evaluated periodically, based on revenue projections, and adjusted as necessary.

For the years ended December 31, 2023, 2022 and 2021 , amortization of broadcast rights of $ 453 million, $ 193 million and $ 121 million, respectively, were included in Depreciation and amortization expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Property and Equipment, Net

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The fair value is determined primarily by using the projected future cash flows discounted at a rate commensurate with the risk involved as well as market valuations.

Debt Financing Costs

Debt financing costs represent direct costs incurred to obtain long-term financing and are amortized to interest expense over the term of the related debt using the effective interest method.

Previously capitalized debt financing costs are expensed and included in loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt.

Debt financing costs related to term loans and senior unsecured notes are combined with debt discounts and presented as a direct deduction from the carrying amount of debt.

Debt financing costs related to revolving credit facilities are included in other noncurrent assets.

Comprehensive Income

The Company’s comprehensive income consists of net income and unrecognized actuarial gains and losses on its pension and postretirement liabilities, net of income tax adjustments.

Advertising Expense

The cost of advertising is expensed as incurred.

The Company incurred advertising costs in the amount of $ 14 million, $ 24 million, and $ 21 million for the years ended December 31, 2023, 2022 and 2021 , respectively.

The Company accounts for investments in which it owns at least 20 % of an investee’s voting securities or has significant influence over an investee under the equity method of accounting.

The Company records equity method investments at cost.

For investments acquired in a business combination, the cost is the estimated fair value allocated to the investment.

At acquisition date, the Company measures its estimated share of the differences between the estimated fair values and carrying values (the “basis difference”) of the investees’ tangible assets, amortizable intangible assets and goodwill had the fair value of the investments been allocated to the identifiable assets of the investees in accordance with ASC Topic 805, “Business Combinations.” The Company amortizes its share of the basis differences attributable to the investee’s tangible assets and amortizable intangible assets over the estimated useful life of each asset.

The amounts initially recognized as investment are increased by cash contributions made to and decreased by cash distributions from the investee.

The investment is also adjusted for the Company’s appropriate share of the net earnings or losses of the investee and its share in the amortization of basis differences attributable to the investee’s tangible assets and amortizable intangible assets.

The Company’s share in earnings and losses of the investee and its share in the amortization of basis differences are reported as “Income from equity method investments, net” in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Cash distributions received from investments are classified in the Consolidated Statements of Cash Flows based on the nature of the investee activities that generated the distribution.

Returns on capital distributions are presented as cash flow from operating activities whereas returns of capital distributions are presented as cash flow from investing activities.

The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired.

See Note 6 for additional information on the Company’s investments.

Broadcast Rights and Broadcast Rights Payable

The Company acquires licenses to broadcast programs from national program syndicators and from certain production companies.

The Company records these contracts as an asset and a liability when the following criteria are met:

Broadcast rights are initially recorded at the contract cost and are amortized on a straight-line basis over the period the programming airs.

The current portion of broadcast rights represents those rights available for broadcast which will be amortized in the succeeding year.

As of December 31, 2024 and 2023 , programming costs included $ 33 million and $ 64 million, respectively, that were contractually due related to episodes that had been completed by certain production companies but not yet delivered to the Company.

Such episodes are typically delivered within a few weeks of completion.

The Company also acquired exclusive rights to broadcast various live sports games in exchange for rights fees paid over the season associated with the live sports games.

The Company amortizes these programming rights as an expense over each season based upon contractually stated rates which align with the projected revenue over the contractual term.

Amortization is evaluated periodically, based on revenue projections, and adjusted as necessary.

For the years ended December 31, 2024, 2023 and 2022 , amortization of broadcast rights of $ 324 million, $ 453 million and $ 193 million, respectively, were included in Depreciation and amortization expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.

The Company determines if a contract is a lease at inception.

We determine that a contract contains a lease if we obtain substantially all of the economic benefits of, and the right to direct the use of, an asset identified in the contract.

The lease payments exclude any executory costs as they are not significant.

The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate was used in determining the present value of future lease payments.

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

See Note 9 for additional disclosures on the Company’s leases.

Pension plans and postretirement benefits

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The net periodic benefit credit, which consists of expected return on plan assets and interest costs, is disclosed on a separate line item below income from operations in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Redeemable Noncontrolling Interests

On September 30, 2022 , Nexstar acquired a 75.0 % ownership interest in The CW.

In December 2024 , Nexstar acquired additional ownership interest in The CW which increased its ownership interest to 77.1 %.

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 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’ contributions and share in income and losses.

During the third quarter of 2024, Nexstar recorded an adjustment to establish a $ 27 million carrying amount of noncontrolling interests to redeemable noncontrolling interests and reduced retained earnings by $ 20 million to accrete redeemable noncontrolling interests, of which $ 7 million was the impact of out-of-period accretion adjustment.

The noncontrolling interests were previously accounted for as a component of stockholders’ equity when it should have been mezzanine equity since acquisition of The CW as described above.

The inclusion of accretion in the calculation of earnings per share and the impact of out-of-period accretion adjustment to earnings per share are disclosed in Note 15.

We evaluated the impact of the out-of-period adjustment under the United States Securities and Exchange Commission (the “SEC”) Staff Accounting Bulletin No.

99, “Materiality,” and the SEC Staff Accounting Bulletin No.

108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” from both quantitative and qualitative perspectives and determined that it was not material to the previously reported annual and interim financial statements for the years ended December 31, 2023 and 2022 and to the current annual consolidated financial statements for the year ended December 31, 2024.

Revenue Recognition

The Company recognizes revenue when control of a promised service is transferred to a customer in exchange for an amount that reflects the consideration the Company expects to be entitled to receive.

Total revenue includes distribution, advertising and other.

The Company’s contracts with customers may include multiple performance obligations.

The Company also determines whether gross or net presentation is appropriate based on its relationship in the applicable transaction with its ultimate customer.

Amounts paid by customers in advance are recorded as deferred revenue until the performance obligations are satisfied.

Costs to obtain customer contracts (e.g.

sales commissions) are expensed as incurred due to the short-term nature of such contracts.

Distribution Revenues— The Company receives compensation from cable, satellite and other multichannel video distributors (“MVPDs”) as well as virtual multichannel video distributors (“vMVPDs”) in return for the Company’s consent to the retransmission of the signals of its television stations or the carriage of NewsNation’s cable network.

The arrangements are multi-year contracts and provide revenue based on a monthly amount the Company is entitled to receive per subscriber the MVPDs and vMVPDs have.

These revenues are considered licenses of functional intellectual property and are recognized at the point in time the broadcast signal or cable network feed is delivered to the customers.

The distributors report their subscriber numbers to the Company on a 30- to 60-day lag, which coincides with their payment of the fees due to the Company.

Prior to receiving the report, the Company records revenue based on an estimated number of subscribers and the monthly amount the Company is entitled to receive per subscriber.

Adjustments associated with the resolution of such estimates have, historically, been inconsequential.

We also generate distribution revenues from fees paid by affiliates of The CW and from programmers who use our spectrum in selected local markets to air their content on our multicast streams, which are recognized as network programming and spectrum capacity, respectively, are delivered to customers.

Advertising Revenues —Advertising revenue primarily results from (i) the sale of commercial airtime to local, regional and national businesses, political candidates and other political advertisers by our stations and networks and (ii) digital advertising through the sale of advertising spots on our owned or third-party websites, and through mobile and over-the-top (“OTT”) applications and other digital advertising solutions.

For the sale of commercial airtime, the contracts are short-term in nature and the performance obligation is identified at the contract level as it represents a promise to deliver an agreed number of spots, an agreed price per spot and other specifications.

Each performance obligation is satisfied over time as the advertiser receives and consumes benefits when its commercial is aired.

For digital advertising, the contracts are short-term and the performance obligation is a promise to place an advertisement on our owned or third-party platforms over an agreed period of time or based on impressions.

Advertising revenue is recognized for the amount the Company is entitled to receive, when the performance obligation is satisfied over time.

Revenue from other digital businesses includes a consumer product reviews platform, which is recognized upon performance of services and applies the right to invoice practical expedient where the invoice amount corresponds directly with the value to its customers.

See Note 17 for disaggregated revenue information.

Stock-Based Compensation

Nexstar maintains stock-based employee and non-employee compensation plans which are described more fully in Note 13.

The fair values of time-based and performance-based restricted stock units are based on the number of shares awarded and market price of the stock on the date of award.

These amounts are recognized into selling, general and administrative expense over the vesting period of the time-based restricted stock units and when it is probable that the performance conditions will be achieved for performance-based restricted stock units.

Nexstar grants time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) and stock options which are described more fully in Note 13 .

The fair value of RSUs is based on the number of shares awarded and market price on the date of the award and is expensed over the vesting period, which is generally a one - to four-year service period.

The fair value of PSUs with a market condition is determined using a Monte Carlo simulation model and is expensed over the required employee service period.

Compensation expense for these PSUs is not adjusted for the actual number of shares issued based on the outcome of the market condition for completed performance periods.

The fair value of PSUs with internal performance conditions is based on the market price of the shares on the date of grant and is expensed based on the probable outcome of internal performance metrics and subsequently adjusted to reflect the actual shares issued based on the outcome of the performance metrics for completed performance periods.

There were no stock options granted in 2024, 2023 and 2022.

Stock-based compensation is included in selling, general and administrative expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.

The excess or shortage of tax deductions over the compensation cost of stock-based payments is recognized as income tax benefit or income tax expense, respectively.

The Company calculates the grant-date fair value of employee and non-employee stock options using the Black-Scholes model, but no compensation expense was recorded during the years 2023, 2022 and 2021 as the options are fully vested and there were no additional stock option grants during these years.

Advertising Expense

Advertising costs, including costs to promote our brands, are expensed as incurred.

During the years ended December 31, 2024, 2023 and 2022 , the Company’s advertising and promotion costs were $ 48 million, $ 71 million, and $ 61 million, respectively.

Debt Financing Costs

Debt financing costs represent direct costs incurred to obtain long-term financing and are amortized to interest expense over the term of the related debt using the effective interest method.

Previously capitalized debt financing costs are expensed and included in loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt.

Debt financing costs related to term loans and senior unsecured notes are combined with debt discounts and presented as a direct deduction from the carrying amount of debt.

Debt financing costs related to revolving credit facilities are included in other noncurrent assets.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities.

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The Company recognizes interest and penalties relating to income taxes within income tax expense.

Comprehensive Income

The Company’s comprehensive income consists of net income and unrecognized actuarial gains and losses on its pension and postretirement liabilities, net of income tax adjustments.

Income Per Share

Basic income per share is computed by dividing the net income attributable to Nexstar by the weighted-average number of common shares outstanding during the period.

Net income attributable to Nexstar Media Group, Inc.

less accretion of redeemable noncontrolling interests equal to net income available to Nexstar’s common stockholders.

Basic income per share is computed by dividing the net income available to Nexstar’s common stockholders by the weighted-average number of common shares outstanding during the period.

Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period.

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They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units.

The following table shows the amounts used in computing the Company’s diluted shares during the years ended December 31 (in thousands):

Weighted average shares outstanding - basic

Dilutive effect of equity incentive plan instruments

Weighted average shares outstanding - diluted

T he Company has outstanding stock options and restricted stock units to acquire 69,000 , 26,000 and zero weighted average shares of common stock for the years ended December 31, 2023, 2022 and 2021 , respectively, 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.

See Note 15 for additional information.

Segment Presentation

The Company assesses its operating segments in accordance with Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting.” Nexstar operates in two reportable segments, Broadcast and The CW.

The other activities of the Company include (i) digital businesses focused on the national marketplace, (ii) the management of certain real estate assets, including revenues from leasing certain owned office and production facilities, (iii) corporate functions, and (iv) eliminations.

See Note 17 for additional segment information.

The Company assesses its operating segments in accordance with Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting.” Nexstar operates in one reportable broadcast segment.

The other activities of the Company include (i) The CW, (ii) digital businesses focused on the national marketplace, (iii) the management of certain real estate assets, including revenues from leasing certain owned office and production facilities, (iv) corporate functions, and (v) eliminations.

See Notes 5 and 17 for additional segment information.

Recent Accounting Pronouncements

New Accounting Standards Adopted

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2021-08, “Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”).

The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.

At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts.

The accounting update also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination.

ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

The Company adopted this accounting update for interim periods and fiscal years beginning on January 1, 2023 and the adoption did not impact its Condensed Consolidated Financial Statements.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands the annual and interim disclosure requirements for reportable segments by adding disclosures of significant expenses for reportable segments as well as certain other disclosures.

The standard update did not change the existing disclosure requirements, such as segment revenue and profit (loss) among others, and how an entity identifies its operating segments and reportable segments.

The Company adopted the annual disclosure requirements under ASU 2023-07 on October 1, 2024, and applied the amendments retrospectively to all prior periods presented in its consolidated financial statements (see Note 17 for our updated segment information).

The Company will adopt the interim requirements under ASU 2023-07 on January 1, 2025.

New Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”).

ASU 2024-03 requires a public entity to disclose additional information about specific expense categories in the notes to financial statements on an annual and interim basis.

The amendments in ASU 2024-03 are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

In January 2025, the FASB issued ASU 2025-01, “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective date” (“ASU 2025-01”), clarifying the effective date of ASU 2024-03 to be effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted in both ASUs.

A public entity should apply the amendments either prospectively to financial statements issued for reporting periods after the effective date of these ASUs or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the potential impacts of ASU 2024-03 and ASU 2025-01 on its Consolidated Financial Statements and related disclosures.

In December 2023, the FASB issued ASU No.

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The Company is currently evaluating the potential impacts ASU 2023-09 may have on its Consolidated Financial Statements upon its adoption on the effective date as it relates to future income tax disclosures.

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses for all public entities.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the potential impacts ASU 2023-07 may have on its Consolidated Financial Statements upon its adoption on the effective date as it relates to future segment disclosures.

2023 Acquisitions

On July 20, 2023 , Nexstar acquired certain assets of WSNN-LD, a MyNetworkTV affiliated low power television station serving the Tampa, Florida market, from Citadel Communications, LLC.

On July 20, 2023 , Nexstar acquired certain assets of WSNN-LD, a MNTV affiliated low power television station serving the Tampa, Florida market, from Citadel Communications, LLC.

On August 31, 2023 , Nexstar acquired certain assets of KUSI-TV, an independent full power television station serving the San Diego, CA market, from McKinnon Broadcasting Company and Channel 51 of San Diego, Inc.

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Discovery (collectively the “Sellers”) for no purchase consideration.

Each of the Sellers retained a 12.5 % ownership interest and produced 12 original, scripted series for The CW primarily aired during the 2022/2023 broadcast season.

The Sellers have granted Nexstar a call right and Nexstar has granted each of the Sellers a put right for such Seller’s ownership interests beginning in August 2024 and June 2026, respectively.

The acquisition solidifies Nexstar’s revenue opportunities as the largest owner of The CW-affiliated stations, diversifies its content outside of news, improves its national advertising opportunities, establishes it as a participant in advertising video-on-demand services via The CW App and is expected to create value by improving The CW’s ratings, revenue, and profitability.

Each of the Sellers retained a 12.5 % ownership interest.

The Sellers have granted Nexstar a call right and Nexstar has granted each of the Sellers a put right for such Seller’s ownership interests beginning in August 2024 and June 2026, respectively (see Note 2—Redeemable Noncontrolling Interests for the accounting of put rights).

The transaction was accounted for under the acquisition method of accounting.

The fair values of the assets acquired, liabilities assumed and the noncontrolling interests are as follows (in millions):

Assets acquired

Purchase Price Allocation

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Broadcast rights

Intangible assets

Other noncurrent assets

Total assets acquired

Liabilities assumed:

Accounts payable and accrued expenses

Broadcast rights payable

Deferred tax liabilities

Other liabilities

Total liabilities assumed

Net assets acquired

Consideration paid

Noncontrolling interests

Gain on bargain purchase

Programming costs and accrued programming costs pertain to The CW’s costs of acquiring programming from the Sellers and were valued using the replacement cost method as of Nexstar’s acquisition due to their short-term nature.

As a result of the acquisition, Nexstar recognized a gain on bargain purchase of $ 56 million representing the excess of the fair value of the net assets acquired over the $ 0 purchase consideration paid and the fair value of the noncontrolling interests.

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Nexstar believes it was able to acquire The CW for $0 purchase consideration due to the recurring losses of The CW and Nexstar’s position as the largest owner of The CW-affiliated television stations, which it believes limited the number of interested acquirers, Nexstar’s agreement to commit The CW to acquire additional programming from the Sellers for the 2022/2023 broadcast season, and Nexstar’s agreement to allow the Sellers to distribute certain short and long-term accounts receivable related to previously-aired programming to the Sellers prior to closing.

The intangible assets are amortized over an estimated useful life of 4.5 years.

The CW’s net revenue of $ 66 million and operating loss of $ 95 million from the acquisition date to December 31, 2022 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Transaction costs related to this acquisition, including severance costs, retention bonuses and legal and professional fees totaling $ 13 million and $ 33 million for the years ended December 31, 2023 and 2022, respectively, were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income.

2021 Acquisitions

Acquisition of The Hill

On August 20, 2021 , pursuant to a merger agreement, Nexstar acquired 100 % of the outstanding equity of News Communications, Inc.

(“NCI”), then a Nevada corporation, for a total cash consideration of approximately $ 138 million, including working capital adjustments, funded by cash on hand.

NCI is the owner of “The Hill,” an independent political digital media platform.

On August 27, 2021, NCI received approval for its conversion from a Nevada corporation to a Delaware corporation.

The acquisition marked the continuation of Nexstar’s content-first strategy, focused primarily on news, designed to further leverage and monetize its expansive digital reach.

The net revenue of $ 22 million from the acquisition date to December 31, 2021 has been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.

The operating income and transaction costs from the acquisition date to December 31, 2021 have also been included in the accompanying Consolidated Statements of Operations and Comprehensive Income but were not material.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information has been presented for the periods indicated as if Nexstar’s acquisition of The CW had occurred on January 1, 2021 (in millions):

Years Ended December 31,

The following table sets forth unaudited pro forma financial information assuming the acquisition of The CW had occurred at the beginning of the year preceding the year of acquisition (in millions):

December 31, 2022

Income before income taxes

Net income attributable to Nexstar

The unaudited pro forma financial information combines the historical results of operations, adjusted for business combination accounting effects including transaction costs, the gain on bargain purchase, the amortization charges from acquired intangible assets and the related tax effects.

The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition of The CW had taken place on January 1, 2021, because the pro forma results do not reflect expected synergies.

The acquisitions during 2023 and 2021 are not significant for pro forma financial information reporting purposes, both individually and in aggregate.

Therefore, pro forma financial information has not been provided for those transactions.

Proposed Acquisition

On May 10, 2023, Mission e ntered into a definitive agreement to acquire the assets of WADL-TV serving the Detroit, Michigan market from Adell Broadcas ting Corporation for $ 75 million in cash, subject to customary working capital adjustments.

The proposed acquisition is subject to regulatory and other customary approvals, is expected to close once Mission receives regulatory approval, and would be Mission’s second entry into the state of Michigan.

Property and Equipment

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Intangible Assets and Goodwill

The Company’s definite-lived intangible assets consisted of the following, as of December 31 (dollars in millions):

and Impairment

The Company’s goodwill by segment, indefinite-lived intangible assets and definite-lived intangible assets consisted of the following, as of December 31 (dollars in millions):

Reportable Broadcast Segment

Other Segments

Balances as of December 31, 2023

Impairment loss

Balances as of December 31, 2024

Indefinite-lived Intangible Assets

Balances as of December 31, 2023

Balances as of December 31, 2024

Network Affiliation Agreements

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Definite-Lived Intangible Assets

and Impairment

Balances as of December 31, 2023

Balances as of December 31, 2024

The estimated useful lives of Network affiliation agreements and other definite-lived intangible assets are 15 years and one to 20 years, respectively.

The decrease in definite-lived intangible assets was primarily due to amortization.

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The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years and thereafter for definite-lived intangible assets as of December 31, 2024 (in millions):

The changes in the carrying amounts of goodwill and FCC licenses for the years ended December 31, 2023 and 2022 are as follows (in millions):

Balances as of December 31, 2022

Current year acquisitions (see Note 3)

Impairment loss

Balances as of December 31, 2023

As discussed in Note 2, the Company has one aggregated television stations reporting unit, one cable network reporting unit, and two digital reporting units for purposes of annual goodwill impairment review as of December 31, 2023.

The Company’s annual impairment review of FCC licenses is performed at the station market level.

Management conducts an impairment test annually in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill or FCC licenses might be impaired.

In the fourth quarter of 2024, using the qualitative impairment test, the Company performed its annual impairment assessment on goodwill attributable to its aggregated television stations reporting unit.

Based on the results of such qualitative impairment tests, the Company concluded that it was more likely than not that each reporting unit’s fair value would sufficiently exceed the related carrying amount.

With respect to goodwill allocated to the cable network reporting unit and the two digital reporting units, the Company elected to perform quantitative impairment tests due to recent performance and uncertain economic conditions.

The Company’s assessment indicated that the cable network reporting unit’s fair value exceeded the related carrying amount by approximately 14 %, therefore no impairment was recorded.

With respect to goodwill allocated to a cable network reporting unit and a digital reporting unit, the Company elected to perform quantitative impairment tests due to recent performance and uncertain economic conditions.

The Company’s assessment indicated that the cable network reporting unit’s fair value exceeded its carrying amount by approximately 15 %, therefore no impairment was recorded.

Goodwill allocated to this reporting unit was $ 400 million as of December 31, 2024.

The fair value estimate is management’s estimate based on a valuation report prepared by a third-party valuation firm who used a combination of an income approach, which employs a discounted cash flow model, and a market approach, which consider earnings multiples of comparable publicly traded businesses and comparable market transactions.

The fair value estimate is management’s estimate based on a valuation report prepared by a third-party valuation firm who used a combination of an income approach, which employs a discounted cash flow model, and a market approach, which considers earnings multiples of comparable publicly traded businesses and comparable market transactions.

The income approach was based on a five-year projection model which included assumptions regarding continued growth of viewership at a declining rate of growth over time and monetization thereof, continued growth in distribution revenues and annual increases in operating expenses.

The income approach utilized the Company’s income tax rate, a 10 % discount rate based on an analysis of comparable companies and a modest terminal growth rate typical of mature cable network businesses.

The market approach market based the valuation on earnings multiples of comparable publicly traded businesses with cable networks and comparable cable network transactions.

The income approach utilized the Company’s income tax rate, an 11 % discount rate based on an analysis of comparable companies and a modest terminal growth rate typical of mature cable network businesses.

The market approach based the valuation on earnings multiples of comparable publicly traded businesses with cable networks and comparable cable network transactions.

The likelihood of a material impairment is mitigated by the maturity of the network and its significant contractual distribution revenue.

With respect to digital reporting units, the Company’s assessment indicated that one of the digital reporting units exceeded the carrying amount by 2.5 %, and therefore no goodwill impairment was identified.

Goodwill associated with this reporting was $ 69 million as of December 31, 2023.

The income approach was based on a three-year projection model which included assumptions regarding the recovery of the business from a low in 2023 due to market and other factors to a full recovery to 2022 levels between year 2 and year 3 and then growth thereafter.

With respect to the digital reporting unit, the Company’s assessment indicated that its fair value was less than its carrying amount, therefore the Company recorded a goodwill impairment of 24 million.

The remaining goodwill associated with this reporting unit was $ 45 million as of December 31, 2024.

The income approach was based on a five-year projection model which included assumptions regarding the recovery of the business from a low in 2024 due to market and other factors to a full recovery to 2022 levels between year 2 and year 3 and then growth thereafter.

The income approach utilized the Company’s income tax rate, a 12 % discount rate based on an analysis of comparable companies and a modest terminal growth rate typical of mature digital businesses.

The market approach based the valuation on earnings multiples of comparable publicly traded digital media businesses and market net revenue multiples of comparable digital media transactions.

The likelihood of a material impairment is mitigated by the amount of goodwill recorded.

In the second digital reporting unit, the Company identified a goodwill impairment of $ 19 million (and $ 16 million impairment on definite-lived intangible assets) and a goodwill impairment of $ 91 million (and $ 5 million impairment on definite-lived intangible assets) during the fourth quarter of each calendar years 2023 and 2022, respectively.

As of December 31, 2023, this second digital reporting unit has no remaining goodwill and no material long-lived intangible assets balance.

The likelihood of a material impairment is mitigated by the remaining amount of goodwill.

The Company’s quantitative goodwill impairment tests are sensitive to changes in key assumptions used in our analysis, such as expected future cash flows and market trends.

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The Company performed its annual impairment assessment on FCC licenses for each television station market using the qualitative impairment test.

Except for three station markets that indicated unfavorable trends, the Company concluded that it was more likely than not that their fair values exceeded the respective carrying amounts.

For the stations that indicated unfavorable trends, management extended its procedures and performed a quantitative impairment test.

As of December 31, 2023, the FCC licenses of these stations had a carrying value of $ 64 million, none of such individual FCC licenses had carrying value that were material.

The Company’s quantitative impairment test of these assets indicated that each of their estimated fair values (Greenfield Method) exceeded the respective carrying amounts.

Thus, no impairment was recorded on the associated goodwill and FCC licenses.

Based on the results of such qualitative impairment tests, the Company concluded that it was more likely than not that their fair values would sufficiently exceed the related carrying amount.

The Company also evaluated its definite-lived intangible assets and other long-lived assets whether events or changes in circumstances indicate that such assets may be impaired.

Based on the estimate of undiscounted future pre-tax cash flows expected to result from the use and eventual disposition of such assets, the Company determined that the carrying amounts are recoverable other than the long-lived intangible assets of a digital reporting unit for which an impairment was recorded (discussed above).

No other events or circumstances were noted in 2024 that would indicate impairment.

During the years ended December 31, 2023 and 2022, the Company recorded a goodwill impairment of $ 19 million (and $ 16 million impairment on definite-lived intangible assets) and a goodwill impairment of $ 91 million (and $ 5 million impairment on definite-lived intangible assets), respectively, attributable to another digital unit.

As of December 31, 2023, this reporting unit has no remaining book value of goodwill and definite-lived intangible assets.

Investments in the Company’s Consolidated Balance Sheets as of December 31 consisted of the following (in millions):

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Total investments

Equity Method Investments

During the years ended December 31, 2023, 2022 and 2021, the Company received cash distributions from its equity method investments, primarily from its investment in TV Food Network, as discussed below.

Income from equity method investments, net reported in the Company’s Consolidated Statements of Operations and Comprehensive Income for the years ended December 31 consisted of the following (in millions):

Income on equity investments, net, before amortization of basis difference

Amortization of basis difference

Income on equity investments, net

At acquisition date, the Company measured its estimated share of the differences between the estimated fair values and carrying values (the “basis difference”) of the investees’ tangible assets and amortizable intangible assets had the fair value of the investments been allocated to the identifiable assets of the investees in accordance with ASC Topic 805, “Business Combinations.” Additionally, the Company measured its estimated share of the basis difference attributable to investees’ goodwill.

The Company amortizes its share of the basis differences attributable to tangible assets and intangible long-lived assets of investees, including TV Food Network, and records the amortization (the “amortization of basis difference”) as a reduction of income from equity method investments, net in the accompanying Consolidated Statements of Operations and Comprehensive Income.

The Company’s share in these basis differences and related amortization is primarily attributable to its investment in TV Food Network (discussed in more detail below).

There were no other-than-temporary impairments (“OTTI”) during the years ended December 31, 2024, 2023 and 2022.

Investment in TV Food Network

Nexstar acquired its 31.3 % equity investment in TV Food Network through its acquisition of Tribune Media Company (“Tribune”) on September 19, 2019.

Equity Method Investments — Investment in TV Food Network

Nexstar’s equity method investments primarily include its 31.3 % 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 68.7 % interest in TV Food Network and operates the network on behalf of the partnership.

Discovery, Inc.

(“WBD”), which owns a 68.7 % 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.

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The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances.

As of December 31, 2023 , Nexstar’s investment in TV Food Network had a book value of $ 936 million, compared to $ 1.099 billion as of December 31, 2022.

As of December 31, 2024 , Nexstar’s investment in TV Food Network had a book value of $ 857 million, compared to $ 936 million as of December 31, 2023.

As of December 31, 2024 and 2023, Nexstar had a remaining share in amortizable basis difference of $ 328 million and $ 397 million, respectively, related to its investment in TV Food Network.

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As of December 31, 2024, Nexstar’s share in the basis difference related to the investee’s goodwill was $ 500 million (no change in 2024).

Nexstar had the following transactions related to its investment in TV Food Network during the years ended December 31, 2023, 2022 and 2021, respectively:

• received cash distributions totaling $ 270 million, $ 249 million and $ 239 million,

• recognized shares in TV Food Network’s net income of $ 177 million, $ 227 million and $ 253 million, and

• recorded amortization of basis difference (expense) of $ 69 million, $ 70 million and $ 125 million.

Nexstar had the following transactions related to its investment in TV Food Network (in millions):

Years Ended December 31,

Cash distributions received

Recognized share in TV Food Networkʼs net income

Recorded amortization of basis difference (expense)

Summarized financial information for TV Food Network is as follows (in millions):

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Noncurrent liabilities

Other Equity Investments

In February 2024, Nexstar received $ 40 million in cash proceeds, and recorded a gain on disposal of an investment for the same amount, in connection with Broadcast Music Inc.’s (“BMI”) sale to New Mountain Capital.

Accrued Expenses

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2024 Activities

On December 6, 2023, Nexstar borrowed $ 20 million under its revolving credit facility used for additional working capital, which it repaid in full on December 19, 2023, funded by cash on hand.

On June 6, 2023, Nexstar and Mission, an independently owned VIE consolidated by Nexstar, amended their respective credit agreements.

The amendments to the respective credit agreements pertain to replacement of the London Interbank Offered Rate (“LIBOR”)-based interest rate applicable to the Term Loan B, due September 2026 of Nexstar and Term Loan B, due June 2028 of Mission with the term Secured Overnight Financing Rate (“SOFR”)-based interest rate.

Under each amendment, the term SOFR is defined to mean the sum of the term SOFR screen rate published by the CME Group Benchmark Administration Limited term SOFR administrator and a spread adjustment of 0.11448 % for an interest period of one month’s duration, 0.26161 % for an interest period of three months’ duration and 0.42826 % for an interest period of six months’ duration.

The term SOFR is subject to a floor of 0 %.

In addition, during the year ended December 31, 2023, the Company repaid scheduled principal maturities of $ 125 million of its term loans.

During the year ended December 31, 2024, the Company repaid scheduled principal maturities of $ 124 million and prepaid $ 203 million of Term Loan B, funded by cash on hand.

Also, Nexstar borrowed $ 55 million under its revolving credit facility for working capital purposes, which it repaid in full during the same period.

Interest rates are selected at Nexstar’s or Mission’s option, as applicable, and the applicable margin is adjusted quarterly as defined in the applicable amended credit agreement.

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As of December 31, the interest rates of the outstanding loans under the senior secured credit facilities were:

• 6.85 % and 5.86 % in 2023 and 2022, respectively, for Nexstar’s Term Loan A, due June 2027 (based on an applicable margin of 1.50 %)

• 5.88 % and 6.85 % in 2024 and 2023, respectively, for Nexstar’s Term Loan A, due June 2027 (based on an applicable margin of 1.50 % in both years)

• 6.88 % and 7.85 % in 2024 and 2023, respectively, for Nexstar’s Term Loan B, due September 2026 (based on an applicable margin of 2.50 % in both years)

• 6.88 % and 7.85 % in 2024 and 2023, respectively, for Mission’s Term Loan B, due June 2028 (based on an applicable margin of 2.50 % in both years)

• 6.85 % and 5.86 % in 2023 and 2022, respectively, for Mission’s outstanding revolving loans, due June 2027 (based on an applicable margin of 1.50 %)

• 5.88 % and 6.85 % in 2024 and 2023, respectively, for Mission’s outstanding revolving loans, due June 2027 (based on an applicable margin of 1.50 % in both years)

5.625% Notes, due July 2027

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These additional notes are treated as a single series with the 5.625% Notes, due July 2027 issued on July 3, 2019.

Interest on the 5.625% Notes, due July 2027 is payable semiannually in arrears on January 15 and July 15 of each year.

The 5.625% Notes, due July 2027 were issued pursuant to an indenture dated July 3, 2019 (the “5.625% Indenture due 2027”).

Interest on the 5.625% Notes, due July 2027 is payable semiannually in arrears on January 15 and July 15 of each year.

The 5.625% Notes, due July 2027 are guaranteed by Nexstar, Mission and certain of Nexstar’s and Mission’s existing and future restricted subsidiaries, subject to certain customary release provisions.

The 5.65% Notes, due July 2027 are senior unsecured obligations of Nexstar and the guarantors, rank equal in right of payment with our and the guarantors’ existing and future senior indebtedness, including Nexstar’s 4.75% Notes, due November 2028, its term loans and its revolving credit facilities, but are effectively junior to our and the guarantors’ secured debt, including the term loans and revolving credit facilities, to the extent of the value of the assets securing such debt.

At any time on or after July 15, 2022, Nexstar may redeem the 5.625% Notes, due July 2027, in whole or in part, at the redemption prices set forth in the 5.625% Indenture due 2027 plus accrued and unpaid interest to the redemption date.

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The 4.75% Notes, due November 2028 are guaranteed by Nexstar, Mission and certain of Nexstar’s and Mission’s existing and future restricted subsidiaries, subject to certain customary release provisions.

The 4.75% Notes, due November 2028 are senior unsecured obligations of Nexstar and the guarantors, rank equal in right of payment with our and the guarantors’ existing and future senior indebtedness, including Nexstar’s 5.625% Notes, due July 2027, its term loans and its revolving credit facilities, but effectively junior to our and the guarantors’ secured debt, including the term loans and revolving credit facilities, to the extent of the value of the assets securing such debt.

Nexstar has the option to redeem all or a portion of the 4.75% Notes, due November 2028 at any time prior to November 1, 2023 at a price equal to 100 % of the principal amount redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus a make-whole premium as of the date of redemption.

At any time prior to November 1, 2023, Nexstar may also redeem up to 40 % of the aggregate principal amount at a redemption price of 104.75 %, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, with the net cash proceeds from certain equity offerings.

The 4.75% Notes, due November 2028 are senior unsecured obligations of Nexstar and the guarantors, rank equal in right of payment with our and the guarantors’ existing and future senior indebtedness, including Nexstar’s 5.625% Notes, due July 2027, its term loans and its revolving credit facilities, but are effectively junior to our and the guarantors’ secured debt, including the term loans and revolving credit facilities, to the extent of the value of the assets securing such debt.

At any time on or after November 1, 2023, Nexstar may redeem the 4.75% Notes, due November 2028, in whole or in part, at the redemption prices set forth in the 4.75% Notes, due November 2028 Indenture.

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Unused Commitments and Borrowing Availability

Nexstar and Mission had $ 530 million (net of outstanding standby letters of credit of $ 20 million) and $ 14 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 December 31, 2023.

Nexstar and Mission had $ 531 million (net of outstanding standby letters of credit of $ 19 million) and $ 14 million, respectively, of unused revolving loan commitments under each of their senior secured credit facility, all of which were available for borrowing, based on the covenant calculations as of December 31, 2024.

The Company’s ability to access funds under the senior secured credit facilities depends, in part, on its compliance with certain financial covenants.

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The Company has operating leases for office spaces, tower facilities, antenna sites, studios and other real estate properties and equipment.

The operating leases have remaining lease terms of one to 91 years, some of which may include options to extend the leases from one year to 99 years , and some of which may include options to terminate the leases within one year .

The operating leases have remaining lease terms of one month to 90 years, some of which may include options to extend the leases from two years to 99 years , and some of which may include options to terminate the leases within one year .

Lease contracts that the Company has executed but which have not yet commenced as of December 31, 2024 were not material.

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Current operating lease liabilities

Operating lease liabilities

Other current liabilities

Noncurrent operating lease liabilities

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Interest cost

Plan amendments

Actuarial (gain) loss

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Funded status

In September 2023, a Nexstar defined benefit retirement plan offered certain terminated vested participants a voluntary and limited time offer to receive their pension benefit in a single lump sum payment or to start a monthly payment, payable as of December 1, 2023.

To be eligible for this offer, participants must have terminated employment on or prior to July 1, 2023, remained not a Nexstar employee through December 1, 2023 and the benefit must have a lump sum value of $ 115,000 or less.

As of December 31, 2023, 1,087 participants elected to take the voluntary offer resulting in payouts from plan assets totaling $ 58 million (included in Benefit Payments in the table above).

The Company recognized no gain or loss related to this settlement .

Nexstar’s pension benefit plans were underfunded as of December 31 with accumulated benefit obligations exceeding the fair value of plan assets.

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4.79 % - 4.94 %

1.99 % - 2.59 %

Compensation increase rate

The decrease in the discount rates from December 31, 2022 to December 31, 2023 increased the projected benefit obligations of qualified defined benefit pension plans by approximately $ 31 million at December 31, 2023.

The increase in the discount rates from December 31, 2023 to December 31, 2024 decreased the projected benefit obligations of qualified defined benefit pension plans by approximately $ 83 million at December 31, 2024.

Additionally, the updated mortality projection scale decreased the plans’ projected pension obligations by approximately $ 2 million at December 31, 2022.

The decreases were partially offset by an approximately $ 26 million increase in pension obligations due to the updated census information and cash balance crediting rate assumption.

The decrease was partially offset by an approximately $ 13 million increase in pension obligation due to the updated census information and cash balance crediting rate assumption.

Net Periodic Benefit Cost (Credit)

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Expected return on plan assets

Amortization of net (gain) loss

Settlement gain recognized

Amortization of net gain

Net periodic benefit cost (credit)

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1.96 % - 2.49 %

1.39 % - 2.06 %

Expected return on plan assets

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December 31, 2021

Actuarial gain

December 31, 2021

Prior service cost

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December 31, 2023

Actuarial gain (loss)

December 31, 2024

The asset allocation for Nexstar’s funded retirement plans at the end of 2024, and the asset allocation range for 2025, by asset category, are as follows:

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During the years ended December 31, 2024, 2023 and 2022 , Nexstar contributed $ 20 million, $ 18 million and $ 14 million, respectively, to the 401(k) Plans.

The Company has a Supplemental Income Deferral Plan for which certain employees, including executive officers, are eligible.

The plan provides benefits to highly compensated employees in circumstances in which the maximum limits established under ERISA and the Internal Revenue Code prevent them from receiving Company contributions.

The amounts recorded by the Company for these plans for 2023 are immaterial.

Fair Value Measurements

The Company measures and records in its Consolidated Financial Statements certain assets and liabilities at fair value.

ASC Topic 820, “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs).

This hierarchy consists of the following three levels:

• Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market.

• Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active;

quoted prices of assets or liabilities with similar attributes in active markets;

or valuation models whose inputs are observable or unobservable but corroborated by market data.

• Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement.

The carrying values of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable, broadcast rights payable, and accrued expenses approximate fair value due to their short term nature.

As of December 31, the estimated fair values and carrying amounts of the Company’s long-term debt which are not measured at fair value on a recurring basis were as follows (dollars in millions):

Term Loan A, due June 2027 (1)

Term Loan B, due September 2026 (1)

5.625 % Notes, due July 2027 (2)

4.75 % Notes, due November 2028 (2)

Term Loan B, due June 2028 (1)

Revolving loans due June 2027 (1)

(1) The fair value of senior secured and revolving credit facilities is computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities.

These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market.

(2) The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm and are considered Level 2.

During the year ended December 31, 2023, 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, other than those disclosed.

See Notes 5 and 6 for additional information.

Certain investments held in the pension and other post retirement plans have been valued using net asset value (“NAV”) as a practical expedient for fair value.

In accordance with ASC 820, investments measured at NAV are excluded from the fair value hierarchy.

See Note 10 for fair value disclosures related to retirement and postretirement plans.

Commitments and Contingencies

Programming Commitments

The Company has contractual programming commitments for which no asset or liability has been recorded.

Future minimum payments from these contracts, excluding intercompany transactions, are as follows as of December 31, 2024 (in millions):

Guarantee of Mission Debt

Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility.

In the event that Mission is unable to repay amounts due, Nexstar will be obligated to repay such amounts.

The maximum potential amount of future payments that Nexstar would be required to make under this guarantee would be generally limited to the outstanding principal amounts.

As of December 31, 2024 , Mission had a maximum commitment of $ 365 million under its amended credit agreement, of which $ 352 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.

Collective Bargaining Agreements

As of December 31, 2024 , certain technical, production and news employees at 21 of the Company’s stations are covered by collective bargaining agreements.

The Company believes that employee relations are satisfactory and has not experienced any work stoppages at any of its stations.

However, there can be no assurance that the collective bargaining agreements will be renewed in the future or that the Company will not experience a prolonged labor dispute, which could have a material adverse effect on its business, financial condition, or results of operations.

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 April 3, 2019 ;

Defendants filed a Motion to Dismiss on September 5, 2019.

Before the Court ruled on that motion, the Plaintiffs filed their Second Amended Consolidated Complaint on September 9, 2019 .

This complaint added additional defendants and allegations.

The Defendants filed a Motion to Dismiss and Strike on October 8, 2019.

The Court denied that motion on November 6, 2020.

On March 16, 2022 , the Plaintiffs filed their Third Amended Complaint.

The Third Amended Complaint adds two additional plaintiffs and an additional defendant, but does not make material changes to the allegations.

The parties are in the discovery phase of litigation.

The Court has not yet set a trial date.

Nexstar and Tribune deny all allegations against them and will defend their advertising practices.

In connection with Nexstar’s acquisition of Tribune on September 19, 2019, Nexstar assumed contingencies from certain legal proceedings, as follows:

Chicago Cubs Transactions —On August 21, 2009, Tribune and Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), among other parties, entered into an agreement (the “Cubs Formation Agreement”) governing the contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC.

The transactions contemplated by the Cubs Formation Agreement and the related agreements thereto (the “Chicago Cubs Transactions”) closed on October 27, 2009.

As a result of these transactions, Northside Entertainment Holdings LLC (f/k/a Ricketts Acquisition LLC) (“NEH”) owned 95 % and Tribune owned 5 % 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 (“IRC”) 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 $ 182 million tax and a $ 73 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 December 31, 2024 would be approximately $ 232 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 $ 225 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 $ 154 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.

As of December 31, 2024, Nexstar believes the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent tax years is not material to the Company’s accounting for uncertain tax positions or to its Consolidated Financial Statements.

Although management believes its estimates and judgments are reasonable, the timing and ultimate resolution are unpredictable and could materially change.

Revenue Agent’s Report on Tribune’s 2014 to 2015 Federal Income Tax Audits — Prior to Nexstar’s merger with Tribune in September 2019, Tribune was undergoing federal income tax audits for taxable years 2014 and 2015.

In the third quarter of 2020, the IRS completed its audits of Tribune and issued a Revenue Agent’s Report which disallows the reporting of certain assets and liabilities related to Tribune’s emergence from Chapter 11 bankruptcy on December 31, 2012.

Nexstar disagrees with the IRS’s proposed adjustments to the tax basis of certain assets and the related taxable income impact, and Nexstar is contesting the adjustments through the IRS administrative appeal procedures.

If the IRS prevails in its position and after taking into account the impact of the Tax Court opinion, Nexstar would be required to reduce its tax basis in certain assets resulting in a $ 17 million increase in its federal and state taxes payable and a $ 69 million increase in deferred income tax liability as of December 31, 2024.

In accordance with ASC Topic 740, the Company has reflected $ 11 million for certain contested issues in its liability for uncertain tax positions at December 31, 2024 and December 31, 2023.

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.

On May 22, 2024, Mission terminated its proposed acquisition of WADL-TV serving the Detroit, Michigan market from Adell Broadcasting Corporation.

There were no fees that resulted from the termination.

The holders of common stock are entitled to one vote per share.

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Nexstar’s senior secured credit facility provides limits on the amount of dividends the Company may pay to stockholders during the term of Nexstar’s credit agreement.

On July 27, 2022, Nexstar’s board of directors approved a new share repurchase program authorizing Nexstar to repurchase up to an additional $ 1.5 billion of its common stock, of which $ 1.258 billion remained available as of December 31, 2022.

During 2023, Nexstar repurchased a total of 3,782,104 shares of common stock for $ 605 million, funded by cash on hand.

In 2022, Nexstar repurchased a total of 5,055,304 shares of common stock for $ 881 million, funded by cash on hand.

In 2021, Nexstar repurchased a total of 3,575,568 shares of common stock for $ 537 million, funded by cash on hand.

As of December 31, 2023, the remaining available amount under the share repurchase authorization was $ 652 million.

Share repurchases are executed from time to time in open market transactions, block trades or in private transactions, including through Rule 10b5-1 plans.

During 2024, Nexstar repurchased a total of 3,637,192 shares of common stock for $ 601 million.

During 2023, Nexstar repurchased a total of 3,782,104 shares of common stock for $ 605 million.

During 2022, Nexstar repurchased a total of 5,055,304 shares of common stock for $ 881 million.

All stock repurchases were funded by cash on hand.

The total remaining authorization for future common stock repurchases under Nexstar’s share repurchase program was $ 1.6 billion as of December 31, 2024, which includes the $ 1.5 billion increase to the share repurchase program authorized by Nexstar’s Board of Directors on July 26, 2024.

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.

Nexstar utilizes available treasury stock or issues new shares of its common stock when options are exercised or restricted stock units vest.

Nexstar utilizes available treasury stock when options are exercised or restricted stock units (RSUs and PSUs) vest.

During the years ended December 31, 2024, 2023 and 2022 , 657,507 shares, 572,844 shares and 1,116,701 shares, respectively, of common stock were reissued from treasury to fulfill stock option exercises and vesting of restricted stock units, net of any shares withheld to cover participant taxes.

During the years ended December 31, 2023, 2022 and 2021, total dividend payments were $ 191 million, $ 142 million, and $ 118 million, respectively.

During the years ended December 31, 2024, 2023 and 2022, total dividend payments to common stockholders were $ 219 million, $ 191 million, and $ 142 million, respectively.

On June 13, 2022, Nexstar’s shareholders approved certain amendments to Nexstar’s certificate of incorporation (the “Original Certificate of Incorporation”) to eliminate Nexstar’s Class B common stock, par value $ 0.01 per share (the “Class B Common Stock”), and Class C common stock, par value $ 0.01 per share (the “Class C Common Stock”), which classes of common stock had no shares issued and outstanding prior to the date of shareholder approval of their elimination.

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The Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 27, 2022.

On June 15, 2023, Nexstar’s shareholders approved certain amendments to Nexstar’s certificate of incorporation to, among other things, declassify its board of directors beginning at the 2024 annual meeting.

On June 20, 2023, Nexstar filed a Certificate of its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware to reflect such amendments.

The Amended and Restated Certificate of Incorporation became effective immediately upon its filing with the Secretary of State of the State of Delaware on June 20, 2023.

For transactions and events involving the Company’s common stock after December 31, 2024, refer to Note 19 .

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Stock-Based Compensation Expense

The compensation cost related to time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) is based on the market price of the stock on the date of the award.

The fair values of the stock options and RSUs are recognized ratably over their respective vesting periods.

The fair values of PSUs are recognized when it is probable that the performance conditions will be achieved.

The Company measures compensation cost related to stock options based on the grant-date fair value of the awards, calculated using the Black-Scholes option-pricing model.

The Company recognized stock-based compensation expense of $ 78 million, $ 60 million and $ 62 million for the years ended December 31, 2024, 2023 and 2022, respectively, all attributable to RSUs and PSUs.

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A maximum of 3,100,000 shares and 2,500,000 shares of Nexstar’s common stock can be issued under the 2019 Plan and 2015 Plan, respectively.

At December 31, 2023, 1,562,447 shares remained available for future grants, of which 1,557,156 shares and 5,291 shares were available under the 2019 Plan and the 2015 Plan, respectively.

At December 31, 2024, 1,038,651 shares remained available for future grants under the 2019 Plan.

The remaining shares available for future grants under the 2015 Plan were nominal.

Stock Options

Options are granted with an exercise price at least equal to the fair market value of the underlying shares of common stock on the date of the grant.

As of December 31, 2023, all outstanding options are fully vested and expire ten years from the date of grant.

Upon the employee’s termination, any unexercised vested options are cancelled from 90 days to one year following the termination date.

The following table summarizes activity and information related to stock options for the year ended December 31, 2024:

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Fully vested and expected to vest as of December 31, 2024

The $ 27 million aggregate intrinsic value represents the difference between the closing market price of Nexstar’s common stock as of December 29, 2023 and the stock option exercise prices multiplied by the number of options outstanding.

For the years ended December 31, 2024, 2023 and 2022 , the aggregate intrinsic value of options exercised, on their respective exercise dates, was $ 28 million, $ 10 million and $ 110 million, respectively.

Time-Based Restricted Stock Units

The RSUs vest over a range of two to four years from the date of the award.

The RSUs vest over a range of one to four years from the date of the award subject to the continued employment of the grantee as of each vesting date.

Unvested RSUs are generally forfeited immediately upon the employee’s termination for any reason other than change of control.

The following table summarizes activity and information related to RSUs for the year ended December 31, 2024:

Weighted-Average

Unvested as of December 31, 2023

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Performance-Based Restricted Stock Units

The vesting of the PSUs is contingent on the continued service of the grantee and the achievement of specific performance metrics (generally over a range of two to four years ) designated by Nexstar’s board of directors.

Unvested PSUs are generally forfeited immediately upon the employee’s termination for any reason other than change of control.

The PSUs vest over a range of two to four years from the date of the award subject to the continued service of the grantee as of each vesting date and the achievement of specific performance metrics.

For PSU awards with a market condition, the number of shares to be issued upon vesting is based on the total shareholder return of Nexstar’s class A common stock measured against a defined peer group over a designated measurement period.

Certain other PSU awards are based on the achievement of established internal operating goals.

Unvested PSUs are generally forfeited immediately upon the employee’s termination for any reason other than change of control or when the required metric was not achieved.

The following table summarizes activity and information related to PSUs for the year ended December 31, 2024:

Weighted-Average

Unvested as of December 31, 2023

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Current tax expense:

Deferred tax expense (benefit):

Deferred tax benefit:

Income tax expense

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Minority interest

Write-off of non-deductible goodwill

Income tax expense

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Uncertain tax position liability at the beginning of the year

Increases related to current year positions

Decreases related to settlements with taxing authorities

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The Company currently has various state income tax returns in the process of examination or administrative appeal.

Additionally, any NOLs that were generated in prior years and utilized in the current year or future years may also be subject to examination by the Internal Revenue Service.

Additionally, any net operating loss carry-forwards (“NOLs”) that were generated in prior years and utilized in the current year or future years may also be subject to examination by the Internal Revenue Service.

Generally, the Company is subject to state tax examination for years after 2018 and any NOLs that were generated in prior years and utilized in the current year or future years may also be subject to examination.

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A valuation allowance has been recorded against $ 118 million of federal NOLs and $ 72 million of state NOLs attributable to one of the consolidated VIEs.

The federal NOLs expire through 2037 if not utilized.

Federal NOLs generated prior to 2018 will expire through 2037 if not utilized.

Federal NOLs generated after 2017 carry forward indefinitely.

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To the extent the Company’s use of NOLs is significantly limited, the Company’s income could be subject to corporate income tax earlier than it would if it were able to use NOLs, which could have a negative effect on the Company’s financial results and operations.

FCC Regulatory Matters

Television broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the “Communications Act”).

The Communications Act prohibits the operation of television broadcasting stations except under a license issued by the FCC and empowers the FCC, among other things, to issue, revoke and modify broadcasting licenses, determine the location of television stations, regulate the equipment used by television stations, adopt regulations to carry out the provisions of the Communications Act and impose penalties for the violation of such regulations.

The FCC’s ongoing rule making proceedings could have a significant future impact on the television industry and on the operation of the Company’s stations and the stations to which it provides services.

In addition, the U.S.

Congress may act to amend the Communications Act or adopt other legislation in a manner that could impact the Company’s stations, the stations to which it provides services and the television broadcast industry in general.

Media Ownership

FCC rules limit the Company’s ownership of television stations in local markets and nationally and govern certain local service agreements between Nexstar and third parties.

In general, FCC rules prohibit Nexstar from owning two of the top four stations in a market in terms of audience share (unless a case-by-case exception is granted) and from owning stations that reach more than 39 % of U.S.

television households (as calculated using a prescribed FCC methodology).

Nexstar is also prohibited from providing more than 15 percent of the programming of a non-owned television station through a TBA or LMA if Nexstar also owns a station in the same market, unless the applicable TBA or LMA was entered into prior to November 5, 1996 .

The FCC is required to review its media ownership rules every four years and to eliminate those rules it finds are no longer “necessary in the public interest as a result of competition.” In December 2023, the FCC issued an order concluding its 2018 quadrennial review.

The order retained the local television ownership rule without deregulatory changes while extending the rule to prohibit, in certain circumstances, the establishment of a “top four” combination involving a network-affiliated low power television station or digital multicast stream.

The FCC’s 2018 quadrennial review order is subject to appeal, and in addition, the 2022 quadrennial review is currently pending.

The FCC also has an open proceeding to review the national television station ownership limit.

Thus, the media ownership rules are subject to change as a result of current and future quadrennial reviews and in other proceedings.

Retransmission Consent

Broadcasters may obtain carriage of their stations’ signals on cable, satellite and other MVPDs through either mandatory carriage or through “retransmission consent.” Every three years all stations must formally elect either mandatory carriage or retransmission consent.

The Company’s stations have timely opted to continue their elections of retransmission consent for the three-year period from January 1, 2024 through December 31, 2026.

Must-carry elections require that the MVPD carry one station programming stream and related data in the station’s local market.

However, MVPDs may decline a must-carry election in certain circumstances.

MVPDs do not pay a fee to stations that elect mandatory carriage.

A broadcaster that elects retransmission consent waives its mandatory carriage rights, and the broadcaster and the MVPD must negotiate for carriage of the station’s signal.

If a broadcaster elects to negotiate retransmission terms, it is possible that the broadcaster and the MVPD will not reach agreement and that the MVPD will not carry the station’s signal.

FCC rules and federal statutory law require retransmission consent negotiations to be conducted in “good faith.” It is a per se violation of the duty to negotiate in good faith for a television broadcast station to negotiate retransmission consent jointly with another station in the same market if the stations are not commonly owned.

Accordingly, the VIEs with which we have sharing agreements must separately negotiate their retransmission consent agreements with MVPDs for stations in markets where we also own a station.

MVPD operators have actively sought to change the regulations under which retransmission consent is negotiated before both the U.S.

Congress and the FCC in order to increase their bargaining leverage with television stations.

There are still-open FCC proceedings to review the “totality of the circumstances” test for good faith retransmission consent negotiations, and to eliminate or modify the FCC’s non-duplication and syndicated exclusivity rules (which could permit MVPDs to import out-of-market television stations in certain circumstances).

Certain OVDs stream broadcast programming over the internet.

In December 2014, the FCC issued a Notice of Proposed Rulemaking proposing to interpret the term “MVPD” to encompass OVDs that make available for purchase multiple streams of video programming distributed at a prescheduled time and seeking comment on the effects of applying MVPD rules to such OVDs.

The proceeding remains open.

Commitments and Contingencies

Broadcast Rights Commitments

Broadcast rights acquired for cash under license agreements are recorded as an asset and a corresponding liability at the inception of the license period.

Future minimum payments for license agreements for which the license period has not commenced and no asset or liability has been recorded are as follows as of December 31, 2023 (in millions):

Guarantee of Mission Debt

Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility.

In the event that Mission is unable to repay amounts due, Nexstar will be obligated to repay such amounts.

The maximum potential amount of future payments that Nexstar would be required to make under this guarantee would be generally limited to the outstanding principal amounts.

As of December 31, 2023 , Mission had a maximum commitment of $ 368 million under its amended credit agreement, of which $ 354 million principal balance of debt was outstanding.

Indemnification Obligations

Collective Bargaining Agreements

As of December 31, 2023 , certain technical, production and news employees at 21 of the Company’s stations are covered by collective bargaining agreements.

The Company believes that employee relations are satisfactory and has not experienced any work stoppages at any of its stations.

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 DMAs 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 DMA except in certain cases, and to implement certain antitrust compliance measures and to monitor and report on compliance with the consent decree.

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 April 3, 2019 ;

Defendants filed a Motion to Dismiss on September 5, 2019 .

Before the Court ruled on that motion, the Plaintiffs filed their Second Amended Consolidated Complaint on September 9, 2019 .

This complaint added additional defendants and allegations.

The Defendants filed a Motion to Dismiss and Strike on October 8, 2019 .

The Court denied that motion on November 6, 2020.

On March 16, 2022, the Plaintiffs filed their Third Amended Complaint.

The Third Amended Complaint adds two additional plaintiffs and an additional defendant, but does not make material changes to the allegations.

The parties are in the discovery phase of litigation.

The Court has not yet set a trial date.

Nexstar and Tribune deny all allegations against them and will defend their advertising practices.

In connection with Nexstar’s acquisition of Tribune on September 19, 2019, Nexstar assumed contingencies from certain legal proceedings, as follows:

Tribune Chapter 11 Reorganization —On December 8, 2008, Tribune and 110 of its direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 (“Chapter 11”) of title 11 of the United States Code in the U.S.

Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

On July 23, 2012, the Bankruptcy Court issued an order confirming the Fourth Amended Joint Plan of Reorganization for Tribune and its Subsidiaries (as such plan was subsequently modified by its proponents, the “Plan”).

The Plan became effective and the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”).

On July 11, 2023, the Bankruptcy Court entered final decrees closing the last of the Debtors’ Chapter 11 cases.

Tribune is in the process of making final distributions in connection with the Chapter 11 cases as well as the final distribution of reserve amounts and payment of fees in accordance with the Plan and applicable orders of the Bankruptcy Court.

The transactions contemplated by the Cubs Formation Agreement and the related agreements thereto (the “Chicago Cubs Transactions”) closed on October 27, 2009.

As a result of these transactions, Northside Entertainment Holdings LLC (f/k/a Ricketts Acquisition LLC) (“NEH”) owned 95 % and Tribune owned 5 % of the membership interests in CEV LLC.

Accordingly, the IRS proposed a $ 182 million tax and a $ 73 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 December 31, 2023 would be approximately $ 191 million.

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 $ 225 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 $ 154 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 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 second half of 2024.

As of December 31, 2023, Nexstar believes the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent tax years is not material to the Company’s accounting for uncertain tax positions or to its Consolidated Financial Statements.

Although management believes its estimates and judgments are reasonable, the timing and ultimate resolution are unpredictable and could materially change.

If the IRS prevails in its position and after taking into account the impact of the Tax Court opinion, Nexstar would be required to reduce its tax basis in certain assets resulting in a $ 16 million increase in its federal and state taxes payable and a $ 70 million increase in deferred income tax liability as of December 31, 2023.

In accordance with ASC Topic 740, the Company has reflected $ 11 million for certain contested issues in its liability for uncertain tax positions at December 31, 2023 and December 31, 2022.

The Company’s reportable segments are Broadcast and The CW.

Our Broadcast segment includes (i) television stations and related local websites that Nexstar owns, operates, programs or provides sales and other services to in various markets across the United States, (ii) NewsNation, a national cable news network, (iii) two owned and operated digital multicast networks and other multicast network services, and (iv) WGN-AM, a Chicago radio station.

The CW is the fifth major broadcast network in the U.S.

The Company evaluates the performance of its operating segments based on net revenue and segment profit (loss).

Segment profit includes net revenue, direct operating expenses and selling, general and administrative expenses (excluding corporate) and payments for broadcast rights.

Segment profit (loss) excludes depreciation and amortization, reimbursement from the FCC related to station repack, impairment charges, gain on disposal of assets and business divestitures and non-operating income statement items.

The CW segment profit (loss) is also calculated in this manner except The CW includes amortization of broadcast rights and excludes payments for broadcast rights.

Segment financial information is included in the following tables for the periods presented (in millions):

Years Ended December 31,

Corporate (unallocated) and Other

Total net revenue

Income Per Share

Income per share (basic and diluted) available to common stockholders for the years ended December 31 are presented below (dollars in millions, except per share amounts, and shares in thousands):

Net income attributable to Nexstar Media Group, Inc.

Accretion of redeemable noncontrolling interests (1)

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

(1) As discussed in Note 2, we adjusted our accounting for redeemable noncontrolling interests.

The accretion for the year ended December 31, 2024 included an out-of-period adjustment of $ 7 million which reduced each of basic and diluted earnings per share by $ 0.20 .

The Company has outstanding restricted stock units to acquire 20,000 , 69,000 and 26,000 weighted average shares of common stock for the years ended December 31, 2024, 2023 and 2022, respectively, 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.

Fair Value Measurements

The Company measures and records in its Consolidated Financial Statements certain assets and liabilities at fair value.

This hierarchy consists of the following three levels:

• Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market.

• Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active;

quoted prices of assets or liabilities with similar attributes in active markets;

or valuation models whose inputs are observable or unobservable but corroborated by market data.

• Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement.

As of December 31, the estimated fair values and carrying amounts of the Company’s long-term debt which are not measured at fair value on a recurring basis were as follows (dollars in millions):

Term Loan A, due June 2027 (1)

Term Loan B, due September 2026 (1)

5.625 % Notes, due July 2027 (2)

4.75 % Notes, due November 2028 (2)

Term Loan B, due June 2028 (1)

Revolving loans due June 2027 (1)

(1) The fair value of senior secured and revolving credit facilities is computed based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities.

These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market.

(2) The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm and are considered Level 2.

During the year ended December 31, 2024, 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, other than those disclosed.

See Notes 5 and 6 for additional information.

Certain investments held in the pension and other post retirement plans have been valued using NAV as a practical expedient for fair value.

In accordance with ASC 820, investments measured at NAV are excluded from the fair value hierarchy.

See Note 10 for fair value disclosures related to retirement and postretirement plans.

The Company’s reportable broadcast segment includes (i) television stations and related local websites that Nexstar owns, operates, programs or provides sales and other services to in various markets across the United States, (ii) NewsNation, a national cable news network, (iii) two 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 .

The CODM evaluates the performance of its operating segments based on net revenue and segment profit (loss).

Segment profit includes net revenue, programming and related expenses, selling, general and administrative expenses attributable to the segments, and amortization of broadcast rights.

Segment profit (loss) excludes unallocated corporate revenue and expenses, depreciation of property and equipment and amortization of intangible assets, impairment charges, transaction and other one-time expenses, reimbursement from the FCC related to station repack, gain on disposal of assets and business divestitures and non-operating income statement items.

The following table set forth a breakdown of selected financial information for our reportable Broadcast segment and a reconciliation of that segment’s profit to income from operations (in millions):

Years Ended December 31,

Operating income (loss)

Broadcast segment profit

The CW segment loss (1)

Corporate (unallocated) and Other

Reportable Broadcast Segment:

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)

Goodwill and other long-lived asset impairments

Payments for broadcast rights (3)

Loss attributable to noncontrolling owners of a segment

Reimbursement from the FCC related to station repack

Miscellaneous, net

Goodwill and other long-lived assets impairment

Transaction and other one-time expenses

Restructuring costs

Miscellaneous

Income from operations

As of December 31,

Broadcast (4)

Corporate (unallocated) and Other

As of December 31,

Corporate (unallocated) and Other

(1) The CW’s segment loss presented at 75 % during the years ended December 31, 2023 and 2022 ( no ne in 2021).

(2) Excludes amortization of The CW’s programming costs of $ 377 million and $ 90 million for the years ended December 31, 2023 and 2022, respectively, which is included in “The CW segment loss”.

(3) Excludes payments for The CW’s broadcast rights of $ 329 million and $ 118 million for the years ended December 31, 2023 and 2022, respectively, which are not included in “The CW segment loss”.

(4) While the Company’s investment in TV Food Network ($ 936 million at December 31, 2023 and $ 1.099 billion at December 31, 2022) has not been allocated to a Company reporting unit or operating segment, such asset has been included in the Company’s disclosure of Broadcast segment assets given the similar nature of the investment to that segment.

For additional information on equity investments, see Note 6 .

The following table presents the disaggregation of the Company’s revenue under ASC 606 for the periods presented (in millions).

(1) The expenses included in the measure of our reportable Broadcast segment’s profit are as follows:

• Programming and related expenses – primarily include fees incurred under network affiliation agreements and operating costs to produce and air local news.

• Selling, general and administrative expenses – primarily include (i) salaries, benefits and payroll taxes, commission, rating agencies’ fees, travel, and software license fees incurred by sales teams and (ii) salaries, benefits and payroll taxes, group insurance and office rental costs incurred in managing the segment’s business units.

• Amortization of broadcast rights – the amortization of license fees for acquired programs from national program syndicators and certain production companies.

(2) Includes depreciation of property and equipment and amortization of intangible assets.

Excludes amortization of broadcast rights.

The following table presents disaggregation of net revenue by source (in millions).

Year Ended December 31, 2024

Corporate (unallocated) and Other

Core advertising

Political advertising

Corporate (unallocated)

Eliminations (1)

Total net revenue

Year Ended December 31, 2023

Corporate (unallocated) and Other

Core advertising

Political advertising

Corporate (unallocated)

Eliminations (1)

Total net revenue

Year Ended December 31, 2022

Corporate (unallocated) and Other

Core advertising

Political advertising

Corporate (unallocated)

Eliminations (1)

Total net revenue

The Company primarily derives its revenues from television and digital advertising and from distribution of its stations’ signals and networks.

During the years ended December 31, 2023, 2022 and 2021, revenues from these sources for two of the Company’s customers exceeded 10%.

The first customer represented approximately 12 %, 10 % and 12 % of the Company’s consolidated net revenue in 2023, 2022 and 2021, respectively.

The second customer represented 14 %, 11 % and 13 % of the Company’s consolidated net revenue in 2023, 2022 and 2021, respectively.

Advertising revenue (core, political and digital) is positively affected by national and local political campaigns and certain events such as the Olympic Games or the Super Bowl.

Company stations’ 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.

In addition, advertising revenue is generally higher during even-numbered years when congressional and/or presidential elections occur and advertising is aired during the Olympic Games.

The Company receives compensation from MVPDs and OVDs in return for the consent to the retransmission of the signals of its television stations and the carriage of NewsNation.

Distribution revenue is recognized at the point in time the broadcast signal is delivered to the distributors and is based on a price per subscriber.

(1) The elimination of distribution revenue represents intersegment revenue generated by Other segments for services provided to the Broadcast segment.

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.

Distribution revenue, our largest category of revenue, primarily results from compensation from cable, satellite and other MVPDs and vMVPDs in return for our consent to the retransmission of the signals of our television stations and the carriage of NewsNation, typically based on the number of subscribers the MVPDs and vMVPDs have.

We also generate distribution revenues from affiliation fees paid by affiliates of The CW and from programmers who use our spectrum in selected local markets to air their content on our multicast streams.

Distribution revenue is recognized at the point in time the broadcast signal or cable network feed is delivered to the distributors in the case of retransmission and carriage fee revenue or, in the case of affiliation fees and spectrum leasing revenue, as network programming and spectrum capacity are delivered to our affiliates and customers.

Advertising revenue primarily results from the sale to local, regional and national businesses, political candidates and other political advertisers of commercial airtime by our stations and networks and the sale of advertising on our owned or third-party websites, and through mobile and OTT applications and other digital advertising solutions.

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.

Advertising revenue is generally higher during even-numbered years when congressional and/or presidential elections occur and advertising is aired during the Olympic Games.

Advertising revenue is recognized at the time the advertisement airs or is delivered on our websites or mobile or OTT applications or the advertising solution is delivered.

The Company primarily derives its revenues from advertising and from distribution of its stations’ signals and networks.

During the years ended December 31, 2024, 2023 and 2022, revenues from two of the Company’s customers from these sources exceeded 10% of the Company’s consolidated net revenues.

The first customer represented approximately 12 %, 12 % and 10 % of the Company’s consolidated net revenues in 2024, 2023 and 2022, respectively.

The second customer represented 12 %, 14 % and 11 % of the Company’s consolidated net revenues in 2024, 2023 and 2022, respectively.

Assets by reportable segment are not reported because it is not used by the CODM to allocate resources or evaluate segment performance.

For disclosure of goodwill by segment, see Note 5.

Valuation and Qualifying Accounts

8 unchanged sentences

The dividend was paid on February 26, 2025 to stockholders of record on February 12, 2025 .

On January 31, 2025 , Nexstar acquired the assets of WBNX-TV, an independent full power television station serving the Cleveland, OH market for a $ 22 million cash purchase price.

From January 1 to February 27, 2025, we repurchased 112,582 shares of our common stock for $ 17 million, funded by cash on hand.

As of the date of filing this Annual Report on Form 10-K, the remaining available amount under the share repurchase authorization was $ 620 million.

In January 2024, Nexstar borrowed $ 55 million under its revolving credit facility used for additional working capital, which it repaid in full.

In February 2024, we received $ 40 million in cash in connection with Broadcast Music Inc.’s (“BMI”) sale to New Mountain Capital.

As of the date of filing this Annual Report on Form 10-K, the remaining available amount under the share repurchase authorization was $ 1.5 billion.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures