What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-02-27 · 100 added, 47 removed, 275 unchanged (35% of the section changed)

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These risks are discussed more fully below and include, but are not limited to:

Risks Related to the Proposed Merger with TEGNA

• The proposed Merger with TEGNA is subject to conditions, some or all of which may not be satisfied, on a timely basis or at all;

• We may fail to realize all of the anticipated benefits of the Merger with TEGNA, or those benefits may take longer to realize than expected.

The combined company may also encounter difficulties in integrating the two businesses.

Risks Related to Our Operations

• Our distribution revenues and operating results may be adversely affected by, among other factors, declining MVPD subscribers and our inability to renew expiring distribution agreements on favorable terms or at all;

• Our distribution revenues and operating results may be adversely affected by, among other factors, declining MVPD subscribers, our inability to renew expiring distribution agreements on favorable terms, or at all, and our network partners inability to renew expiring distribution agreements on favorable terms with vMPVDs, or at all;

• Our station revenues and operating results may be adversely affected if we are unable to renew our network affiliation agreements on favorable terms, or at all;

• Our revenue and operating results may be adversely affected if we are unable to retain our largest customers, which account for a significant percentage of our total revenue, on favorable terms, or at all;

• Our advertising revenue and operating results may be affected by economic downturns, geopolitical events and other factors outside of our control;

• Our advertising revenue and operating results may be affected by big tech and other media and technology competitors, economic downturns, geopolitical events and other factors outside of our control;

• Because a significant percentage of our operating expenses are fixed, a relatively small decrease in revenue could have a significant negative impact on our operating results;

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• We may be required to cease certain station operations if the FCC denies renewal of any of our station licenses;

• The financial performance of our equity method investments and the performance of third-party services providers, upon which we rely but do not control, could adversely impact our results of operations;

• The loss of the services of our chief executive officer could disrupt management of our business and impair the execution of our business strategies;

• Our operating results could be adversely affected if the owners of the VIEs make decisions regarding the operation of their respective stations that adversely impact their operating results and reduce payments due to us under our local service agreements;

• Future impairment charges could adversely affect our operating results;

• We have recognized, and could continue to recognize, asset impairment charges for our equity method investments;

the financial performance of our equity method investments could adversely impact our results of operations;

• Future impairment charges to goodwill and intangible assets could adversely affect our operating results;

• Changes in deferred tax asset assets or valuation allowances as a result of tax law changes could affect our operating results;

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• We may face challenges in protecting our intellectual property and defending against infringement claims;

• We rely on a number of third-party service providers to operate certain significant aspects of our business and any disruption could have an adverse effect on our financial condition and results of operations;

• Cybersecurity risks could adversely affect our operating effectiveness and operating results.

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• We are subject to foreign ownership limitations which limit foreign investments in us.

Risks Related to the Proposed Merger with TEGNA

The proposed Merger with TEGNA is subject to conditions, some or all of which may not be satisfied, on a timely basis or at all.

The completion of the Merger is subject to the satisfaction (or waiver by all parties, to the extent permissible) of a number of conditions as specified in the Merger Agreement.

These closing conditions include, among other things, (i) the absence of any order, writ, injunction, judgment, decree or ruling by a court of competent jurisdiction in the United States or law in the United States having been adopted prohibiting the consummation of the Merger, (ii)(x) the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and under any agreement with a governmental entity not to consummate the transactions contemplated by the Merger Agreement that was entered into with the prior written consent of each of Nexstar and TEGNA and (y) the grant by the FCC of applications required to be filed with the FCC to obtain the approvals of the FCC pursuant to the Communications Act and FCC rules necessary to consummate the transactions contemplated by the Merger Agreement, (iii) the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers), (iv) the performance and compliance in all material respects by the parties of their respective covenants required by the Merger Agreement to be performed or complied with by such party prior to the Effective Time (as defined in the Merger Agreement) and (v) the absence, since June 30, 2025, of any effect, change, event, occurrence or development that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Merger Agreement) that is continuing.

The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring at all.

There can be no assurance that the conditions to the completion of the Merger will be satisfied or waived or that the Merger will be completed.

If the Merger is not completed, we may be materially adversely affected and, without realizing any of the benefits of having completed the Merger, will be subject to a number of risks.

Upon termination of the Merger Agreement under certain circumstances, including the termination by either party because certain required regulatory clearances are not obtained before the outside date of August 18, 2026 (subject to one three-month extension), Nexstar will be required to pay TEGNA a termination fee of $125 million.

We may also experience negative reactions from the financial markets, and our stock price could decline to the extent that the current market price reflects an assumption that the Merger will be completed.

Delays in the completion of the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected timeframe and, among other things, result in additional transaction costs, loss of revenue, additional expense or other negative effects associated with delay and uncertainty about completion of the Merger.

If we or TEGNA are required to divest assets or businesses as a condition to the Merger, there can be no assurance that we will be able to negotiate such divestitures expeditiously or on favorable terms or that the governmental authorities will approve the terms of such divestitures.

Such divestitures could also reduce the benefits that may be realized by the combined company from the Merger.

We may fail to realize all of the anticipated benefits of the Merger with TEGNA, or those benefits may take longer to realize than expected.

The combined company may also encounter difficulties in integrating the two businesses.

Our ability to realize the anticipated benefits of the Merger will depend on our ability to successfully integrate TEGNA into our business.

The integration of a business is a complex, costly and time-consuming process.

As a result, we will be required to devote significant management attention and resources to integrating our business practices and operations with the business practices and operations of TEGNA.

The integration process may disrupt our business and, if implemented ineffectively, would restrict the full realization of the anticipated benefits from the Merger.

The failure to meet the challenges involved in integrating the acquired business and to realize the anticipated benefits of the transaction could adversely impact the carrying value of the goodwill, could cause an interruption of, or a loss of momentum in, our business activities, and could adversely impact our business, financial condition and results of operations.

In addition, the overall integration of TEGNA may result in material unanticipated problems, expenses, liabilities, loss of customers and diversion of the attention of our management and employees.

The challenges of integrating the operations of acquired businesses include, among others:

• difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination;

• challenges in keeping key business relationships in place;

• difficulties in the integration of operations and systems, including information technology systems;

• difficulties in establishing effective uniform controls, standards, systems, procedures, business cultures, compensation structures and accounting and other policies;

• difficulties in managing the expanded operations of a larger and more complex company;

• challenges in attracting and retaining key personnel, including personnel that are considered key to the future success of the combined company.

Many of these factors are outside of our control, and any one of them could result in increased costs and liabilities, decreases in the amount of expected revenue and earnings and diversion of management’s time and energy, each of which could have a material adverse effect on our business, financial condition and results of operations.

In addition, even if the operations of our business and TEGNA are integrated successfully, the full benefits of the Merger may not be realized, including the synergies, cost savings, growth opportunities, or cash flows that are expected, and we will also be subject to additional risks that could impact future earnings.

These benefits may not be achieved within the anticipated time frame, or at all.

Further, additional unanticipated costs may be incurred in the integration of TEGNA.

In addition, it is possible that the integration process could result in the loss of key employees and/or inconsistencies in standards, controls, procedures and policies, which may adversely affect our ability to maintain relationships with customers, other providers and employees or to achieve the anticipated benefits of the Merger.

These integration matters and our significant amount of indebtedness may hinder our ability to make further acquisitions and could have an adverse effect on us for an undetermined period after consummation of the Merger.

All of these factors could decrease or delay the expected accretive effect of the Merger or have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Operations

Our distribution revenues and operating results may be adversely affected by, among other factors, declining MVPD subscribers and our inability to renew expiring distribution agreements on favorable terms or at all.

A significant portion of our revenue comes from its retransmission consent and carriage agreements with MVPDs (mainly cable and satellite television providers) and vMVPDs.

Our distribution revenues and operating results may be adversely affected by, among other factors, declining MVPD subscribers, our inability to renew expiring distribution agreements on favorable terms, or at all, and our network partners inability to renew expiring distribution agreements on favorable terms with vMPVDs, or at all.

A significant portion of our revenue comes from our retransmission consent and carriage agreements with MVPDs (mainly cable and satellite television providers) and vMVPDs.

These agreements permit the distributors to retransmit our stations’ and our cable and broadcast networks’ signals to their subscribers in exchange for the payment of compensation to us.

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In the past several years, the number of subscribers to MVPDs has declined as the growth of direct internet streaming of video programming to televisions and mobile devices has led consumers to discontinue their cable or satellite service subscriptions.

As our retransmission consent agreements include payment terms by subscriber numbers, if the rate of reductions in the number of MVPD subscribers increases, this could also have an adverse effect on our business revenues, financial condition and results of operations.

As our retransmission consent agreements include payment terms by subscriber numbers, if the rate of reductions in the number of MVPD subscribers increases, this could have an adverse effect on our business revenues, financial condition and results of operations.

Also, refer to “Risks Related to Our Industry—Intense competition in the television industry and alternative forms of media could limit our growth and profitability.”

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As a result, the Big 4 networks generally negotiate directly with vMVPDs for carriage of their local affiliate stations, including certain of our stations.

The terms the networks negotiate may be unfavorable or unacceptable to us, as a result of which we may receive reduced revenue from our stations’ carriage on vMVPDs or may choose not to permit a vMVPD’s carriage of our stations at all, which could materially reduce this revenue source to the Company if we cannot reduce network affiliation fees or generate additional revenue streams from other relationships we have with the Big 4 networks and vMVPDs, and could have an adverse effect on our business, financial condition and results of operations.

If a network is unable to renegotiate these agreements and the failure to do so could have an adverse effect on our business, financial condition, and results of operations.

In addition, occasionally these negotiations result in a temporary removal of our stations from the distributor’s service, which disruption could have an adverse effect on our operating results.

In addition, the terms the networks negotiate may be unfavorable or unacceptable to us, as a result of which we may receive reduced revenue from our stations’ carriage on vMVPDs or may choose not to permit a vMVPD’s carriage of our stations at all, which could materially reduce this revenue source to the Company if we cannot reduce network affiliation fees or generate additional revenue streams from other relationships we have with the Big 4 networks and vMVPDs, and could have an adverse effect on our business, financial condition and results of operations.

Our station revenues and operating results may be adversely affected if we are unable to renew our network affiliation agreements on favorable terms, or at all.

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As a result, it is important for stations to maintain their network affiliations.

All but three of the stations that we operate or provide services to have network affiliation agreements which have expiration/renewal dates at various times through December 2027.

All but two of the stations that we operate or provide services to have network affiliation agreements which have expiration/renewal dates at various times through December 2027.

In order to renew certain of our affiliation agreements, we may be required to make increased payments to the networks and to accept other modifications of existing affiliation agreements.

If any of our stations cease to maintain affiliation agreements with their networks for any reason, we would need to find alternative sources of programming, which may be less attractive to our audiences and more expensive to obtain.

If any of our stations cease to maintain affiliation agreements with their networks for any reason, we would need to find alternative

sources of programming, which may be less attractive to our audiences and more expensive to obtain.

In addition, a loss of a specific network affiliation for a station may affect our retransmission consent payments, resulting in us receiving less retransmission consent fees.

Further, some of our network affiliation agreements are subject to earlier termination by the networks under specified circumstances.

For more information regarding these network affiliation agreements, see Item 1, “Business—Network Affiliations.”

For more information regarding these network affiliation agreements, see Item 1, “Business—Stations—Network Affiliations.”

Our revenue and operating results may be adversely affected if we are unable to retain our largest customers, which account for a significant percentage of our total revenue, on favorable terms, or at all.

During the years ended December 31, 2025, 2024 and 2023, the Company’s revenues from two customers exceeded 10%.

Each of these customers represented approximately 12% for 2024, 12% and 14% for 2023, and 10% and 11% for 2022, of our consolidated net revenues.

Each of these customers represented approximately 13% for 2025, 12% for 2024, and 12% and 14% for 2023, of our consolidated net revenues.

The loss of or disruption in our relationship with one or more of our major customers could have a material adverse effect on our business, operating results, or financial condition.

In addition, any consolidation of our customers could reduce the number of customers to whom our services could be sold and increase our revenue concentration.

Our advertising revenue and operating results may be affected by economic downturns, geopolitical events and other factors outside of our control.

Our advertising revenue and operating results may be affected by big tech and other media and technology competitors, economic downturns, geopolitical events and other factors outside of our control.

We derive a significant amount of our revenue from the sale of television and digital advertising.

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the popularity of our programming, including trust in news organizations;

fluctuations in pricing for advertising;

fluctuations in pricing for advertising (including numerous large technology and media companies);

the activities of our competitors;

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we may not be able to generate adequate returns on our acquisitions or investments;

we may encounter and fail to address risks or other problems associated with or arising from our reliance on the representations and warranties and related indemnities, if any, provided to us by the sellers of acquired companies;

we may encounter and fail to address risks or other problems associated with or arising from our reliance on the representations and

warranties and related indemnities, if any, provided to us by the sellers of acquired companies;

an acquisition may increase our leverage and debt service requirements or may result in our assuming unexpected liabilities;

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Of our $6.3 billion of debt, $3.6 billion is floating rate debt for which we pay interest based on a spread to current Secured Overnight Financing Rate (“SOFR”).

An increase in SOFR will increase our interest expense, reducing the amount of cash flow from operations we have available to reinvest in its operations, make acquisitions or return to shareholders.

Our high level of debt could have other important consequences for its business, including:

An increase in SOFR will increase our interest expense, reducing the amount of cash flow from operations we have available to reinvest in our operations, make acquisitions or return to shareholders.

Our high level of debt could have other important consequences for our business, including:

limiting our ability to borrow additional funds or obtain additional financing in the future;

using cash from operations to reduce indebtedness instead of reinvesting in the business, making acquisitions or returning capital to shareholders;

limiting our flexibility to plan for and react to changes in its business and its industry;

limiting our flexibility to plan for and react to changes in its business and our industry;

and impairing our ability to withstand a general downturn in our business and placing us at a disadvantage compared to our competitors that are less leveraged.

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Our senior secured credit facility requires us to maintain or meet certain financial ratios, including a maximum consolidated first lien net leverage ratio of 4.25 to 1.00.

Pursuant to the Nexstar credit agreement, this covenant ratio, at Nexstar’s election, will increase to 4.75:1.00 with respect to the last day of the fiscal quarter during which a Material Transaction (as defined therein) shall have been consummated and the last day of each of the immediately following three consecutive fiscal quarters;

provided that no more than two such elections will be made over the life of the facility.

Future financing agreements may contain similar, or even more restrictive, provisions and covenants.

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Generation of the necessary cash flow is partially subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that its business will generate cash flow from operations, that future borrowings will be available to us under our current or any replacement credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund our liquidity needs.

We cannot assure you that our business will generate cash flow from operations, that future borrowings will be available to us under our current or any replacement credit facilities, or that we will be able to complete any necessary financings, in amounts sufficient to enable us to fund our operations or pay our debts and other obligations, or to fund our liquidity needs.

If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital.

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We may be required to cease certain station operations if the FCC denies renewal of any of our station licenses.

The FCC generally grants an application for license renewal if, during the preceding term, the station served the public interest, the licensee did not commit any serious violations of the Communications Act or the FCC’s rules, and the licensee committed no other violations of the Communications Act or the FCC’s rules which, taken together, would constitute a pattern of abuse.

Our television stations operate pursuant to FCC licenses that are ordinarily issued for eight-year terms and are renewable upon application.

committed no other violations of the Communications Act or the FCC’s rules which, taken together, would constitute a pattern of abuse.

While a majority of renewal applications are routinely granted under this standard, if we fail to meet this standard the FCC may condition or shorten renewal or, in a worst case, deny a station’s license renewal application, resulting in termination of the station’s authority to broadcast.

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See Item 1, “Business—Federal Regulation.”

The financial performance of our equity method investments and the performance of third-party services providers, upon which we rely but do not control, could adversely impact our results of operations.

We have significant investments in businesses (primarily our 31.3% interest in TV Food Network) that we account for under the equity method of accounting.

For the year ended December 31, 2024, our income from equity investments from TV Food Network was $144 million and we received cash distributions of $154 million.

As of December 31, 2024, the book value of our ownership interest in TV Food Network was $857 million.

If the changes in earnings and distributions from our equity investments are material in any year, those changes may have a material effect on our net income, cash flows, financial condition and liquidity.

In addition, if the future prospects for the business change, those changes could have a material impact on the value of our interest.

We do not control the day-to-day operations of our equity method investments or have the ability to cause them to pay dividends, make other payments or advances to their stockholders, including us, nor do we have the ability, in the case of TV Food Network, to cause them to provide us with long-term financial projections and thus the management of these businesses could impact our results of operations and cash flows as well as the value of investment recorded on our balance sheet.

Additionally, these businesses are subject to laws, regulations, market conditions and other risks inherent in their operations.

In addition, we rely on a number of third-party service providers, including software providers and large technology companies, to enable or perform many core business operations, some of which are specialized services provided by small companies.

If these providers are unable to meet our needs or change the way they perform their services, we could be adversely affected.

The loss of the services of our chief executive officer could disrupt management of our business and impair the execution of our business strategies.

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Sook’s services could adversely affect our ability to manage effectively our overall operations and successfully execute current or future business strategies.

Pursuant to his executive employment agreement, Mr.

Sook continues to serve as our Chief Executive Officer through March 31, 2026, with automatic renewal for successive one-year periods.

On October 28, 2025, we extended Mr.

Sook’s appointment as our Chief Executive Officer effective April 1, 2026, through March 31, 2029, followed by automatic renewal for successive one-year periods.

Our operating results could be adversely affected if the owners of the VIEs make decisions regarding the operation of their respective stations that adversely impact their operating results and reduce payments due to us under our local service agreements .

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See Item 1, “Business—Stations.”

In compliance with FCC regulations, the VIEs maintain complete responsibility for and control over programming, finances and personnel for their respective stations.

In compliance with FCC regulations, the VIEs maintain responsibility for and control over programming, finances and personnel for their respective stations.

As a result, the VIEs’ boards of directors and officers can make decisions with which we disagree and which could reduce the cash flow generated by these stations and, as a consequence, the amounts we receive under our local service agreements with the VIEs.

Future impairment charges could adversely affect our operating results .

We have recognized, and could continue to recognize, asset impairment charges for our equity method investments;

the financial performance of our equity method investments could adversely impact our results of operations.

We hold significant investments in businesses accounted for under the equity method, primarily our 31.3% interest in TV Food Network.

During the fourth quarter of 2025, we recognized an other-than-temporary non-cash impairment charge of $381 million related to this investment, driven primarily by continued softness in the U.S.

linear advertising market for entertainment cable networks, declining MVPD subscribers and demand for entertainment cable networks by viewers and distributors, ongoing shifts in consumer preferences toward streaming services and other digital products, and additional market data from recent spin-offs involving cable networks.

Future changes in events or circumstances, such as a continuation or worsening of the current negative industry and economic trends and other events, could cause the value of our investment in TV Food Network to decline further, requiring us to record additional impairment charges that could adversely affect our net income in the periods recognized.

As of December 31, 2025, the book value of our ownership interest in TV Food Network was $372 million.

During the year ended December 31, 2025, our share in TV Food Network’s net income was $102 million and we received cash distributions of $137 million.

If future changes to our share in earnings and distributions from our equity investment in TV Food Network are material in any year, those changes could have a material effect on our net income, cash flow, financial condition and liquidity.

We do not control the day-to-day operations or strategic decisions of TV Food Network, nor do we have the ability to require the payment of dividends, advances or other distributions to its stockholders, including us.

In addition, we cannot compel TV Food Network to provide us with long-term financial projections.

As a result, the performance and management decisions of TV Food Network could materially affect our operating results, cash flows and the carrying value of our investment.

Future impairment charges to goodwill and intangible assets could adversely affect our operating results .

As of December 31, 2025, $7.4 billion, or 68.7%, of our combined total assets consisted of goodwill, indefinite-lived intangible assets (FCC licenses) and definite-lived intangible assets (network affiliation agreements and other).

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If the carrying amount of goodwill and intangible assets is revised downward due to impairment, such non-cash charge could materially affect our financial position and results of operations.

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates.”

Changes in deferred tax assets or valuation allowances as a result of tax law changes could affect our operating results.

We currently have significant net deferred tax assets resulting from tax credit carryforwards, net operating losses and other deductible temporary differences that are available to reduce taxable income in future periods.

Based on our assessment of the Company’s deferred tax assets, we determined that as of December 31, 2024, based on projected future income, approximately $154 million of the Company’s deferred tax assets, net of valuation allowance, will more likely than not be realized in the future.

Based on our assessment of the

Company’s deferred tax assets, we determined that as of December 31, 2025, based on projected future income, approximately $140 million of the Company’s deferred tax assets, net of valuation allowance, will more likely than not be realized in the future.

Should we determine in the future that these assets will not be realized, the Company will be required to record a valuation allowance in connection with these deferred tax assets and the Company’s operating results would be adversely affected in the period such determination is made.

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While we believe our tax positions and reserves are reasonable, the resolutions of certain tax issues related to a past transaction of Tribune are unpredictable and could negatively impact our effective tax rate, net income or cash flows for the period or periods in question.

Specifically, we may be faced with additional tax liabilities as a result of our acquisition of Tribune for the transactions contemplated by an agreement, dated August 21, 2009, between Tribune and Chicago Entertainment Ventures, LLC (formerly Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), governing the contribution of certain assets and liabilities related to the business of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC, and related agreements thereto (the “Chicago Cubs Transactions”).

Specifically, we may be faced with additional tax liabilities as a result of our acquisition of Tribune for the transactions contemplated by an agreement, dated August 21, 2009, between Tribune and Chicago Entertainment Ventures, LLC (f/k/a Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), governing the contribution of certain assets and liabilities related to the business of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC, and related agreements thereto (the “Chicago Cubs Transactions”).

We may also be faced with tax liabilities as a result of the federal income tax audits of Tribune for taxable years 2014 and 2015.

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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).

The reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs LLC 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.

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Court of Appeals for the Seventh Circuit.

The Company expects a ruling from the Court of Appeals in 2025.

The Company expects a ruling from the Court of Appeals in the first half of 2026.

As of December 31, 2025, we believe the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent years is not material to the Company’s accounting for uncertain tax positions or to its Consolidated Financial Statements.

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We disagree with the IRS’s proposed adjustments to the tax basis of certain assets and the related taxable income impact, and we are 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.

December 31, 2025.

In accordance with Accounting Standards Codification (“ASC”) Topic 740, the Company has reflected $11 million for certain contested issues in its liability for uncertain tax positions at December 31, 2025 and December 31, 2024.

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The qualified retirement plans also had $1.4 billion in total net assets available, or underfunded by approximately $117 million, to pay benefits to participants enrolled in the plans as of December 31, 2025.

There were no significant required contributions to Nexstar’s qualified pension benefit plans in 2024.

Nexstar contributed $15 million to its qualified pension benefit plans in 2025.

We also have non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the coverage of the defined benefit retirement plans to certain employees and former employees.

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Our board of directors declared in 2025 total cash dividends of $7.44 per share to the outstanding shares of our common stock (installments of $1.86 per share were paid each quarter to the applicable record date outstanding shares of common stock).

In January 2025, our board of directors approved a 10% increase in the quarterly cash dividend to $1.86 per share beginning with the dividend declared in the first quarter of 2025.

We expect to continue to pay quarterly cash dividends at the rate set forth in our current dividend policy.

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Licensing may not be available on reasonable terms, negatively affecting our business.

We rely on a number of third-party service providers to operate certain significant aspects of our business and any disruption could have an adverse effect on our financial condition and results of operations.

Our business depends upon services provided by third parties to provide software platforms for certain of our business operations.

Such third-party services are vulnerable to damage or interruption from infrastructure changes, natural disasters, cybersecurity attacks, power outages, terrorist attacks, human or software errors, website hosting disruptions, capacity constraints and other events.

Because we cannot easily switch our operations to other third-party providers without significant costs, any disruption of or interference with our use of third-party service providers could have a material negative impact on our business and the results of our operations.

Cybersecurity risks could adversely affect our operating effectiveness and operating results.

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These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption.

Increased remote work and the use of third-party services to enable remote work also impacts the security of our systems, as well as our ability to protect against attacks and detect and respond to them quickly.

The results of these incidents could include, but are not limited to, business interruption, disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation and reputational damage adversely affecting customer or investor confidence.

Increased remote work and the use of third-party services to enable remote work also impact the security of our systems, as well as our ability to protect against attacks and detect and respond to them quickly.

The results of these incidents could include, but are not limited to, business interruption, disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, and litigation and reputational damage adversely affecting customer or investor confidence.

Risks Related to Our Industry

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The markets in which we operate are also in a constant state of change arising from, among other things, technological improvements and economic and regulatory developments.

Technological innovation and the resulting proliferation of television entertainment, such as streaming video, cable television, wireless cable, satellite-to-home distribution services, home video and entertainment systems and the internet have fractionalized television viewing audiences and have subjected television broadcast networks, cable networks and television stations to increased competition and declining viewership.

Technological innovation and the resulting proliferation of television entertainment, such as streaming video, cable television, wireless cable, satellite-to-home distribution services, home video and entertainment systems, social media, and the internet have fractionalized television viewing audiences and have subjected television broadcast networks, cable networks and television stations to increased competition and declining viewership.

In recent years, demand for television advertising has been declining and demand for advertising in alternative media has been increasing, and we expect this trend to continue.

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whether to modify its standards for “good faith” retransmission consent negotiations;

whether to broaden the definition of “MVPD” to include online video programming distributors;

and the appropriate substance and scope of its indecency enforcement policy;

and whether to broaden the definition of “MVPD” to include online video programming distributors;

and the FCC has initiated reviews of the broadcast ownership rules.

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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 1A. Risk Factors