What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-27 compared with 2025-02-27 · 120 added, 141 removed, 276 unchanged (49% of the section changed)

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2025 Highlights

• Achieved a record $5.4 billion net revenue.

• Returned approximately $820 million of capital to shareholders through repurchases of common stock of $601 million and dividends of $219 million, funded by cash on hand, and announced a $1.5 billion increase to our share repurchase authorization.

• Reduced our debt by $327 million, funded by cash on hand.

• Renewed affiliation agreements with CBS and with NBC.

• Expanded NewsNation news programming to 24 hours per day, 7 days per week.

• Achieved our near-term target of reaching over 50% of U.S.

television households with an ATSC 3.0, or NextGen TV, signal from a Nexstar or partner owned or operated station.

• Entered into a definitive agreement to acquire TEGNA Inc.

for $6.2 billion in a transaction expected to be accretive to Nexstar’s standalone Adjusted Free Cash Flow.

The transaction is subject to regulatory approvals and is anticipated to close by the second half of 2026.

• Returned approximately $351 million of capital to shareholders through repurchases of common stock and dividends.

• Renewed distribution agreements in the fourth quarter, covering more than 60% of our subscriber base.

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

On September 1, 2025, the station became affiliated with The CW.

• Completed the refinancing of senior secured credit facilities on June 27, 2025, reducing the interest margin, increasing capacity under our revolver, and extending the maturities.

During 2025, the Company repaid $185 million of its debt.

Overview of Operations

As of January 31, 2025, we owned, operated, programmed or provided sales and other services to 201 full power television stations and one AM radio station, including those owned by VIEs, in 116 markets in 40 states and the District of Columbia.

As of February 26, 2026, we owned, operated, programmed or provided sales and other services to 201 full power television stations and one AM radio station, including those owned by VIEs, in 116 markets in 40 states and the District of Columbia.

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

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However, we are deemed under U.S.

GAAP to have controlling financial interests for financial reporting purposes in these entities because of (i) the local service agreements we have with their stations, (ii) our (excluding The CW) guarantee of the obligations incurred under Mission’s senior secured credit facility, (iii) our power over significant activities affecting the VIEs’ economic performance, including budgeting for advertising revenue, advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit us to acquire the assets and assume the liabilities of each of these VIEs’ stations, subject to FCC consent.

GAAP to have controlling financial interests for financial reporting purposes in these entities because of (i) the local service agreements we have with their stations, (ii) our (excluding The CW) guarantee of the obligations incurred under Mission’s senior secured credit facility, (iii) our power over significant activities affecting the consolidated VIEs’ economic performance, including budgeting for advertising revenue, advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit us to acquire the assets and assume the liabilities of each of these VIEs’ stations, subject to FCC consent.

In compliance with FCC regulations for all the parties, each of the consolidated VIEs maintains complete responsibility for and control over programming, finances and personnel for its stations.

As of December 31, 2024, we also own a 77.1% ownership interest in The CW, the fifth major broadcast network in the U.S., NewsNation, a national news network, two multicast networks, Antenna TV and REWIND TV, multicast network services provided to third parties, and a 31.3% ownership stake in TV Food Network.

As of December 31, 2025, we also own an 80.8% ownership interest in The CW, the fifth major broadcast network in the U.S., NewsNation, a national news network, two multicast networks, Antenna TV and REWIND TV, multicast network services provided to third parties, and a 31.3% ownership stake in TV Food Network.

Our digital assets include 125 local websites and 229 mobile applications across local stations, NewsNation and The Hill.

The portfolio also includes eight connected television applications and three FAST channels from The CW and The Hill.

The largest portion of operating revenue of the Company is derived from distribution revenue, which relates to retransmission of Company stations’ signals and the carriage of our cable and broadcast networks by cable, satellite and other MVPDs and vMVPDs and, in the case of The CW, its local affiliates.

For the year ended December 31, 2024, the Company’s distribution revenue represented 54.1% of total net revenue.

Distributors generally pay for retransmission rights of local stations and for carriage of our NewsNation on a per subscriber basis.

Distribution revenue is affected positively or negatively by the rate of growth or decline of subscribers and the growth in the per subscriber fee due to contract renegotiations or annual escalators in existing contracts.

We also generate distribution revenues from the affiliation fees that CW’s third-party local station affiliates pay to the network and from programmers who use our spectrum in selected local markets to air their content on our multicast streams.

We also generate revenue from television advertising.

For the year ended December 31, 2024, the Company generated 44.7% of its net revenue from advertising.

Advertisers typically pay for advertising on our television and digital assets based on the number of impressions our programming or digital content delivers.

As a result, our advertising is affected by a number of factors, including the size and demographics of the audience viewing our programming and digital content, economic conditions, demand for advertising and our sales effort.

We also generate digital advertising revenue from the sale of advertising on third-party sites and other local and national services.

In addition, digital advertising that is not directly sold to advertisers is sold via programmatic exchanges.

Included in our advertising revenues is the impact of political advertising which, in even years, contributes a substantial amount to our total advertising revenue.

For the years ended December 31, 2024 and 2022, the Company generated 20.3% and 19.5%, respectively, of our net advertising revenue from political advertising.

Political advertising is affected by the number of competitive races there are and the extent to which the Company’s stations are located in the relevant competitive markets, the amount of funds raised by candidates, political action committees and others, the availability and pricing of television advertising inventory and the availability of alternative media.

Because of the scale of Nexstar, we typically have a presence in the substantial majority of markets with competitive political races.

Our primary operating expenses include third-party programming, news programming, production and promotion, sales, digital cost of goods sold and content creation costs, and other administrative and corporate expenses.

Third-party programming costs are primarily related to fees paid to networks with which ours and our partners’ stations are affiliated and license fees for original and sports programming, in the case of The CW, and syndicated programming in the case of the stations and our networks.

The largest contributor to news programming and other expenses are employee-related expenses.

A large percentage of the costs involved in our operations is relatively fixed.

The portfolio also includes 110 CTV applications and three FAST channels from The CW and The Hill.

The Company generates revenue primarily from distribution and advertising.

Distribution revenue consists of fees received for the retransmission of our stations’ signals and for the carriage of our cable and broadcast networks by cable, satellite, and other MVPDs, vMVPDs, and direct-to-consumer OTT services.

Advertising revenue is derived from the sale of local and national advertising across our stations, networks, websites, apps, and other digital platforms, including through third‑party media partners.

In even-numbered years, we also earn significant political advertising revenue from candidates, political action committees, political parties, and interest groups.

Our principal operating expenses include third-party programming, news production, promotion, sales, digital cost of goods sold, content creation, and other administrative and corporate costs.

For additional information, see Item 1.

“Business” and Item 1A.

“Risk Factors.”

Merger Agreement with TEGNA

On August 18, 2025, we entered into a definitive Merger Agreement to acquire the outstanding equity of TEGNA.

TEGNA owns and operates 64 television stations and two radio stations in 51 DMAs in the U.S.

The Merger is anticipated to close by the second half of 2026.

Upon closing, the Merger is expected to increase our operational and geographic diversity and scale, enhance our presence in various localities and extend our footprint to additional areas experiencing contested elections.

Pursuant to the Merger Agreement, we will acquire TEGNA’s outstanding equity for a cash payment of $22 per share.

The transaction is valued at an estimated $6.2 billion, which includes the estimated purchase price of $5.8 billion (comprising the Merger Consideration and the refinancing of certain existing TEGNA debt), financing fees and transaction costs and expenses.

On August 18, 2025, we entered into a debt commitment letter, which was subsequently amended and restated on September 11, 2025, pursuant to which a syndicate of financial institutions committed to provide debt financing up to a maximum of $5.725 billion to consummate the Merger, the refinancing of certain of TEGNA’s existing debt and related transactions.

The Merger Agreement has been approved by the boards of directors of both companies and by the stockholders of TEGNA.

The consummation of the Merger is subject to the satisfaction of certain customary conditions, including receipt of regulatory approvals.

See Note 1 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K for additional information.

Regulatory Developments

As a television broadcaster, the Company is highly regulated, and its operations require that it retain or renew a variety of government approvals and comply with changing federal regulations.

On April 1, 2021, the U.S.

Supreme Court issued a decision that reversed a lower court of appeals ruling and upheld the FCC’s elimination or modification of certain of its media ownership rules in the agency’s 2010/2014 quadrennial review of those rules.

Among the regulations eliminated in 2021 as a result of the Supreme Court ruling was a rule providing that a television station licensee which sells more than 15 percent of the weekly advertising inventory of a non-owned television station in the same market under a JSA is deemed to have an attributable ownership interest in that station, as well as a requirement that at least eight independently owned television stations remain in a local television market for a party to acquire a second station in that market.

While these restrictions are no longer in effect, the FCC’s 2022 quadrennial media ownership review and an FCC proceeding to review the current national limit on television ownership are currently pending.

The FCC could reinstitute its earlier restrictions or impose other limitations in these or any future reviews.

In even-numbered years we generate substantial advertising revenue from the political advertising we sell to candidates and non-candidate entities such as political action committees and political parties.

Advertising revenue is also positively affected by certain events such as the Olympic Games or the Super Bowl.

Advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season.

In December 2023, the FCC issued an order concluding its 2018 quadrennial review of certain media ownership rules.

The order retained the local television ownership rule in its then-existing form without deregulatory changes while extending the rule to prohibit, in certain circumstances, the acquisition of a network affiliation that would establish a “top four” combination involving a network affiliated LPTV station or digital multicast stream.

In a July 2025 decision on appeal of the FCC’s 2018 quadrennial review order, a federal court of appeals vacated the “top four” portion of the local television ownership rule, which had generally prohibited common ownership of two of the top four highest-rated stations in a DMA.

The court also vacated the December 2023 rule prohibiting certain “top four” combinations involving LPTV stations or digital multicast streams.

The FCC has not yet issued an order repealing the “top four” portion of the duopoly rule and the “top four” rule concerning LPTV stations and digital multicasts.

Moreover, the FCC’s 2022 quadrennial media ownership review and an FCC proceeding to review the current national limit on television ownership are currently pending.

The FCC could reinstitute earlier television ownership restrictions or impose other limitations in these or any future reviews.

Historical Performance

Results of Operations

The following table sets forth a summary of the Company’s operations for the years ended December 31 (dollars in millions), and each component of operating expense as a percentage of net revenue:

The following table sets forth the Company’s operating results:

Years Ended December 31,

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Selling, general and administrative

Depreciation and amortization

Amortization of broadcast rights

Depreciation and amortization of intangible assets

Goodwill and long-lived asset impairments

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Income from operations

Gain on bargain purchase

Income from equity method investments, net

Income from equity method investments, net (excluding impairment)

Impairment of an equity method investment

Interest expense, net

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Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

The Company’s revenues decreased 8.5% for the year ended December 31, 2025, compared to the same period in 2024, primarily due to lower revenues from advertising.

Distribution revenue decreased by $4 million primarily due to the impact of MVPD subscriber attrition and the nonrecurring resolution of a disputed customer claim, offset in part by annual rate escalators, growth in vMVPD subscribers, and the addition of CW affiliations on certain of our stations.

Advertising revenue decreased by $456 million, due to a decrease in political advertising by $446 million, as 2025 is not an election year, and a decrease in non-political revenue of $10 million due to ongoing advertising market softness.

Direct operating expenses, consisting primarily of programming, news and technical expenses, and selling, general and administrative expenses decreased by $11 million primarily due to recent restructuring initiatives to streamline key lines of business, offset in part by legal and professional fees related to the proposed merger with TEGNA, nonrecurring costs related to a disputed customer claim, and costs associated with the debt refinancing completed in June 2025.

Amortization of broadcast rights decreased by $10 million, primarily due to lower amortization of broadcast rights at The CW of $6 million to $253 million in 2025 from $259 million in 2024.

Depreciation and amortization of intangible assets decreased by $13 million, primarily driven by a decrease in depreciation expense associated with certain fully depreciated assets.

In 2025 and 2024, we recognized goodwill impairment charges of $14 million and $24 million, respectively, related to a digital business unit.

These charges resulted from our annual impairment review of assets in the fourth quarter of each year.

Income from equity method investments, net (excluding impairment) decreased by $40 million, primarily due to decline in TV Food Network’s net income resulting from lower revenue.

Additional information regarding our investment in TV Food Network is provided in Note 6 to Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.

In 2025, we recognized a non-cash impairment charge of $381 million pertaining to other-than-temporary impairment on our investment in TV Food Network, driven by ongoing pressures in the cable network industry and recent market data.

Interest expense, net decreased by $65 million, or 14.6%, primarily due to lower interest rates and a reduction in outstanding debt.

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

The Company’s effective tax rates during the years ended December 31, 2025 and 2024 were 44.7% and 28.8%, respectively.

In 2025, nondeductible permanent differences accounted for a 12% increase to the effective tax rate, primarily driven by the impact of the other-than-temporary impairment included in pre-tax book income.

Additionally, changes in the valuation allowance resulted in a 3.5% increase in the effective tax rate.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

The Company’s revenues increased 9.6% for the year ended December 31, 2024, compared to the same period in 2023, primarily due to higher revenues from political advertising and distribution, partially offset by lower revenue from non-political advertising.

Distribution revenue increased by $201 million primarily due to a dispute with an MVPD which caused Nexstar stations to be dark for 76 days during third quarter in 2023, the benefit of distribution contract renewals in 2023 on terms favorable to the Company, annual rate escalators, growth in vMVPDs subscribers, the addition of CW affiliations on certain of our stations, and the return of partner stations on one MVPD in January, which more than offset MVPD subscriber attrition.

Advertising revenue increased by $294 million primarily due to an increase of $426 million in political advertising as 2024 is an election year, offset in part by a decrease in non-political revenue of $132 million due to ongoing advertising market softness and political crowd-out.

Distribution revenue increased by $201 million primarily due to a dispute with an MVPD which caused Nexstar stations to be dark for 76 days during the third quarter in 2023, the benefit of distribution contract renewals in 2023 on terms favorable to the Company, annual rate escalators, growth in vMVPDs subscribers, the addition of CW affiliations on certain of our stations, and the return of partner stations on one MVPD in January 2024, which more than offset MVPD subscriber attrition.

Advertising revenue increased by $294 million primarily due to an increase of $426 million in political advertising as 2024 was an election year, offset in part by a decrease in non-political revenue of $132 million due to ongoing advertising market softness and political crowd-out.

Direct operating expenses, consisting primarily of programming, news and technical expenses, and selling, general and administrative expenses increased by $58 million primarily due to increased news expenses related to expansion of news programming, programming expenses primarily due to lower variable programming expenses in 2023 as a result of the period when Nexstar stations were dark, stock-based compensation expense from new restricted stock grants and the timing of restricted stock grants, and direct digital operating expenses, partially offset by lower expense from various administrative expenses.

Depreciation and amortization expense decreased by $133 million, as follows:

• Amortization of broadcast rights was $324 million for the year ended December 31, 2024 compared to $453 million for the same period in 2023, a decrease of $129 million, or 28.5%, primarily due to $117 million lower amortization of broadcast rights at The CW of $259 million in 2024 from $376 million in 2023.

• Amortization of intangible assets was $299 million for the year ended December 31, 2024 compared to $311 million for the same period in 2023, a decrease of $12 million, or 3.9%, primarily due to impairment of certain long-lived intangible assets of a digital reporting unit in 2023.

• No significant change in the depreciation of property and equipment ($185 million in 2024 compared to $176 million in 2023).

In 2024, we recorded $24 million of goodwill impairment of a digital business.

In 2023, we recorded $35 million of goodwill and intangible assets impairment of a digital business which resulted no remaining goodwill balance as of December 31, 2023.

Amortization of broadcast rights decreased by $129 million, primarily due to lower amortization of broadcast rights at The CW of $117 million to $259 million in 2024 from $376 million in 2023.

Depreciation and amortization of intangible assets decreased by $4 million, primarily due to lower amortization of intangible assets resulting from impairment recorded in 2023, partially offset by higher depreciation from asset purchases.

In 2024, we recorded a $24 million goodwill impairment related to a digital business unit.

In 2023, we recorded $35 million of goodwill and intangible assets impairment attributable to a separate digital business unit.

These charges resulted from our annual impairment review of assets in the fourth quarter of each year.

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Other permanent differences, including a reduction in losses related to the minority interest in The CW, resulted in a 3.1% decrease to the effective tax rate.

This is partially offset by provision to return and other reserve adjustments which resulted in a 1.6% increase in the effective tax rate.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

The Company’s revenues decreased 5.3% for the year ended December 31, 2023, compared to the same period in 2022, primarily due to lower revenue from political and non-political advertising, partially offset by higher revenues from distribution and incremental revenues from the acquisition of The CW on September 30, 2022.

Distribution revenue increased by $156 million primarily due to renewals of contracts in 2022 providing for higher rates per subscriber, scheduled annual escalation of rates per subscriber and incremental revenue from the acquisition of The CW, partially offset by the temporary disruption of a large MVPD for 76 days in the third quarter of 2023, the impact of the removal of partner stations from certain MVPDs related to continued negotiation and continued MVPD subscriber attrition.

Advertising revenue decreased by $468 million primarily due to a decrease of $440 million in political advertising as 2023 is not an election year and a decrease in non-political revenue of $123 million due to the combined effect of advertising market softness, the absence of first quarter advertising revenue from the Olympics on our NBC affiliate stations and an increase in advertising revenue during the first quarter from the Super Bowl aired on FOX, where we have more FOX-affiliated stations versus NBC-affiliated stations in the prior year, partially offset by incremental revenue from the acquisition of The CW of $95 million.

Direct operating expenses, consisting primarily of programming, news, and technical expenses, and selling, general and administrative expenses increased by $148 million.

Excluding the incremental $74 million of operating expenses from our acquisition of The CW, direct operating and selling, general and administrative expenses increased by 2.5% primarily due to an increase in station programming costs from network affiliation renewals and annual increases in network affiliation costs, increased news programming at NewsNation and our local stations as well as increased digital sales and administrative expenses, partially offset by a decrease in commission incurred from national representation due to a decrease in political advertising revenue.

Depreciation and amortization expense increased by $279 million, as follows:

• Amortization of broadcast rights was $453 million for the year ended December 31, 2023 compared to $193 million for the same period in 2022, an increase of $260 million, or 134.7%, primarily due to incremental programming expenses from our acquisition of The CW of $286 million, partially offset by a reduction in the television stations’ broadcast rights costs of $26 million.

• Depreciation of property and equipment was $176 million for the year ended December 31, 2023 compared to $160 million for the same period in 2022, an increase of $16 million, or 10.0%.

The increase was primarily due to newly capitalized assets.

• No significant change in the amortization of intangible assets ($311 million in 2023 compared to $309 million in 2022).

In 2023 and 2022, we recorded $35 million and $96 million, respectively, of goodwill and intangible assets impairment on our product review and recommendation platform reporting unit.

The Company’s assessment indicated that the reporting unit’s carrying amount exceeded its fair value, and therefore an impairment loss was identified and recorded in the fourth quarter of 2023 and 2022, respectively.

As of December 31, 2023, this reporting unit has no remaining goodwill balance.

In 2022 certain real estate properties located in Chicago were sold and written down to their estimated fair value, less cost to sell, resulting in the Company’s recognition of impairment charges of $37 million in the fourth quarter of 2022.

Income from equity method investments, net decreased by $49 million primarily due to a decrease in net income of TV Food Network, our largest equity method investment.

TV Food Network’s net income decreased primarily due to a decrease in its advertising revenue driven by a weaker advertising market.

For additional information on our investment in TV Food Network, refer to Note 6 to Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K.

Interest expense, net was $447 million for the year ended December 31, 2023 compared to $337 million for the same period in 2022, an increase of $110 million, or 32.6%, primarily due to increases in interest rates in the Company’s outstanding loans under its senior secured credit facilities, partially offset by decreases in interest expense from debt repayments and lower interest rates obtained in connection with the refinancing of certain of our term loans in June 2022.

Interest rates on outstanding loans under the Company’s senior secured credit facilities ranged from 6.85% to 7.85% as of December 31, 2023, compared to interest rates ranging from 5.86% to 6.89% as of December 31, 2022.

These interest rates were a mixture of SOFR plus Credit Spread Adjustment (“CSA”) used to account for the difference between SOFR and London Interbank Offered Rate (“LIBOR”), plus applicable margin in 2023 compared to a mixture of SOFR plus CSA plus applicable margin and U.S.

LIBOR plus applicable margin in 2022.

Income tax expense was $131 million for the year ended December 31, 2023 compared to an income tax expense of $274 million for the same period in 2022, a decrease of $143 million.

The effective tax rates during the years ended December 31, 2023 and 2022 were 32.7% and 22.5%, respectively.

Nexstar reported permanent differences, including an adjustment for losses related to the minority interest in The CW, resulting in an incremental income tax expense of $44 million or a 7.2% increase to the effective tax rate.

Also, changes in the valuation allowance resulted in an incremental income tax expense of $15 million, or a 2.9% increase to the effective tax rate in 2023.

This was partially offset by provision to return and other reserve adjustments which resulted in a 1.6% increase in the effective tax rate.

Liquidity and Capital Resources

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As of December 31, 2025, the Company was in compliance with the financial covenants contained in the amended credit agreements governing its senior secured credit facilities.

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

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

Cash Flow Summary

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Net cash provided by operating activities

Net cash provided by (used in) investing activities (1)

Net cash used in investing activities (1)

Net cash used in financing activities

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(2) In 2024, income taxes paid, net of refunds, includes $11 million in tax payments related to a gain from disposal of an investment.

In 2022, income taxes paid, net of refunds, includes $48 million in tax payments related to various sales of real estate properties.

As of December 31,

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Cash Flows—Operating Activities

Net cash provided by operating activities increased by $251 million during the year ended December 31, 2024 compared to the same period in 2023.

This was primarily due to an increase in sources of cash from (i) an increase in operating income (excluding non-cash transactions) of $432 million and (ii) a decrease in payments for broadcast rights of $92 million, partially offset by (i) a decrease in distribution from our equity investment in TV Food Network of $116 million, (ii) higher income taxes paid of $85 million and (iii) timing of receipts and payables of $78 million.

Operating income increased primarily due to higher revenue from political advertising and distribution, partially offset by a decrease in non-political advertising revenue.

Payments for broadcast rights decreased primarily due to the acquisition of less expensive programming, partially offset by new sports programming, at The CW.

Distribution from our equity investment in TV Food Network decreased primarily due to a decrease in the investee’s operating cash flow driven by a weaker advertising revenue market.

Net cash provided by operating activities decreased by $404 million during the year ended December 31, 2023 compared to the same period in 2022.

This was primarily due to a decrease in operating income (excluding non-cash transactions) of $417 million, an increase in payments for broadcast rights of $173 million, higher interest payments of $107 million and timing of accounts receivable collections of $42 million.

These decreases were partially offset by sources of cash resulting from timing of payments to our vendors of $110 million, lower income tax payments of $201 million and an increase in distribution from our equity investment in TV Food Network of $20 million.

Operating income decreased primarily due to lower revenue from political and non-political advertising, partially offset by higher revenues from distribution.

The increase in payments for broadcast rights was due to incremental payments from our acquisition of The CW (acquired on September 30, 2022) of $211 million, partially offset by a decrease in payments for our syndicated programming of $38 million.

The increase in interest payments was primarily due to higher interest rates on our floating interest rate loans under our senior secured credit facilities, partially offset by decreases in interest expense from debt repayments and lower interest rates obtained in connection with the refinancing of certain of our term loans in June 2022.

The decrease in tax payments was primarily driven by lower operating results and tax payments in 2022 from the sale of certain real estate properties.

Net cash provided by operating activities decreased by $359 million in 2025 compared to 2024, primarily due to lower net income and changes in operating assets and liabilities primarily reflecting timing of receipts and payments.

In 2024, net cash

provided by operating activities increased by $251 million compared to 2023, mainly due to higher net income and changes in operating assets and liabilities primarily reflecting timing of receipts and payments.

Cash Flows—Investing Activities

Net cash used in investing activities was $102 million and $173 million during the years ended December 31, 2024 and 2023, respectively.

Net cash provided by investing activities during the year ended December 31, 2022 was $125 million.

Net cash flows used in investing activities decreased by $71 million during the year ended December 31, 2024, compared to the same period in 2023.

This was primarily due to the proceeds received from the disposal of an investment in connection with BMI’s sale to New Mountain Capital of $40 million and a decrease in uses of cash from payment of acquisitions of $38 million.

Net cash flows used in investing activities increased by $298 million during the year ended December 31, 2023, compared to the same period in 2022.

This was primarily due to a decrease in sources of cash from the proceeds received from the sale of certain real estate properties of $241 million and cash acquired from The CW acquisition of $29 million in 2022.

In 2023, we spent $38 million in the acquisitions of KUSI-TV and WSNN-LD.

Net cash flows used in investing activities increased by $71 million in 2025 compared to 2024, primarily due to a $22 million acquisition, a decrease in proceeds received from disposal of an investment of $40 million, and a $3 million increase in capital expenditures.

Net cash flows used in investing activities decreased by $71 million in 2024 compared to 2023, mainly due to $40 million proceeds received from the disposal of an investment in connection with BMI’s sale to New Mountain Capital and a $38 million decrease in cash used for acquisitions.

Cash Flows—Financing Activities

Net cash used in financing activities for the years ended December 31, 2024, 2023 and 2022 was $1,151 million, $899 million and $1,515 million, respectively.

Net cash flows used in financing activities increased by $252 million during the year ended December 31, 2024, compared to the same period in 2023.

This was primarily due to the prepayment of Term Loan B of $203 million, a $43 million decrease in contributions from noncontrolling interests and a $28 million increase in common stock dividends paid, offset in part by a lower cash paid for shares withheld for taxes of $16 million.

Net cash flows used in financing activities decreased by $616 million during the year ended December 31, 2023, compared to the same period in 2022.

This was primarily due to the lower debt payments of $363 million (in 2022, we prepaid a portion of the outstanding principal balance of our Term Loan B of $333 million, made scheduled principal payments on term loans of $84 million, repurchased and cancelled $71 million of our senior unsecured notes compared to $125 million payment of scheduled principal maturities of our term loans in 2023), a decrease in stock buybacks of $276 million and an increase in contributions from noncontrolling interests of $32 million, offset in part by an increase in common stock dividends paid of $49 million.

Net cash flows used in financing activities decreased by $569 million in 2025 compared to2024, primarily due to a $476 million decrease in stock repurchases and a $125 million decrease in debt repayments, partially offset by a $19 million decrease in contributions received from noncontrolling interests.

Net cash flows used in financing activities increased by $252 million in 2024 compared to 2023, mainly due to the $203 million prepayment of Term Loan B, a $43 million decrease in contributions from noncontrolling interests, and a $28 million increase in common stock dividends paid, offset in part by $16 million lower cash paid for shares withheld for taxes.

Material Cash Requirements

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Operating lease obligations

Finance lease obligations

Broadcast rights current cash commitments (1)

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(7) Future minimum payments for license agreements for which the license period has not commenced and no liability has been recorded.

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 $1.5 billion.

On January 29, 2025, our board of directors approved a 10% increase in the quarterly cash dividend to $1.86 per share of our common stock beginning with the dividend declared for the first quarter of 2025.

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

On August 18, 2025, Nexstar entered into the Merger Agreement with TEGNA.

The transaction is anticipated to close by the second half of 2026, subject to the satisfaction of certain customary conditions, including receipt of regulatory approvals.

The agreement contains certain termination rights for both parties, including termination fees under certain circumstances.

Nexstar also received committed financing from a group of commercial banks to fund the Merger with TEGNA and related transactions.

See Note 1 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K for additional information.

As of December 31, 2025, the remaining available amount under the share repurchase authorization was $1.4 billion.

No shares were repurchased from that date through the filing of this Annual Report on Form 10-K.

On January 30, 2026, our board of directors declared a quarterly cash dividend of $1.86 per share of its common stock.

The dividend is payable on February 27, 2026 to stockholders of record on February 13, 2026.

Long-term debt

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As of December 31,

(dollars in millions)

($ in millions)

Nexstar senior secured credit facility

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Interest payments on our and Mission’s senior secured credit facilities are generally paid every one to three months and are payable based on the type of interest rate selected.

The terms of our and Mission’s senior secured credit facilities, as well as the indentures governing our 5.625% Notes, due July 2027 and 4.75% Notes, due November 2028, limit, but do not prohibit us or Mission from incurring substantial amounts of additional debt in the future.

Our senior secured credit facilities and the indentures governing our existing notes may limit the amount of dividends we may pay to stockholders and share repurchases we may make over the term of the agreement.

debt in the future.

Our senior secured credit facilities and the indentures governing our existing notes may limit the amount of dividends we may pay to stockholders and share repurchases we may make.

The Company does not have any rating downgrade triggers that would accelerate the maturity dates of its debt.

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Any additional drawings under the senior secured credit facilities will reduce the Company’s future borrowing capacity and the amount of total unused revolving loan commitments.

Any future adverse economic conditions, including those resulting from heightened and sustained inflation and higher interest rates, could adversely affect our future operating results and cash flows and may cause us to seek alternative sources of funding, including accessing capital markets, subject to market conditions.

Any future adverse economic conditions, including those resulting from sustained inflation and high interest rates, could adversely affect our future operating results and cash flows and may cause us to seek alternative sources of funding, including accessing capital markets, subject to market conditions.

Such alternative sources of funding may not be available on commercially reasonable terms or at all.

Our credit agreement contains a covenant which requires us to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00.

The financial covenant, which is formally calculated on a quarterly basis, is based on the Company’s combined results.

The Mission amended credit agreement does not contain financial covenant ratio requirements but does provide for default in the event we do not comply with all covenants contained in our credit agreement.

The Nexstar credit agreement contains a covenant which requires us to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00.

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 during the life of the facility.

The financial covenant, which is formally calculated on a quarterly basis, is based on the Company’s combined results, excluding the operating results of The CW, which Nexstar designated as an unrestricted subsidiary under its credit agreements and indentures.

The Mission credit agreement does not contain financial covenant ratio requirements but does provide for default in the event we do not comply with all covenants contained in our credit agreement.

As of December 31, 2025, we were in compliance with our financial covenants.

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Summarized Balance Sheet Information for the Obligor Group as of December 31 (in millions):

December 31, 2024

December 31, 2023

Current assets – external (1)

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(1) Excludes the assets and liabilities of The CW as it is not a guarantor of the 4.75% Notes, due November 2028 and 5.625% Notes, due July 2027.

On September 30, 2022, Nexstar acquired a 75.0% ownership interest in The CW (see Note 3, “Acquisitions” to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K for additional information).

(2) Excludes Issuer’s equity investments of $396 million and $877 million as of December 31, 2025 and 2024, respectively, in unconsolidated investees.

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Net income attributable to Obligor Group

Income from equity method investments, net

Income from equity method investments, net (excluding impairment)

Critical Accounting Estimates

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however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the carrying amounts of FCC licenses with their fair values, using the Greenfield Method of discounted cash flow analysis.

The quantitative impairment test for FCC licenses consists of a market-by-market

comparison of the carrying amounts of FCC licenses with their fair values, using the Greenfield Method of discounted cash flow analysis.

An impairment is recorded when the carrying value of an FCC license exceeds its fair value.

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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.

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.

In the fourth quarter of 2025, using the qualitative impairment test, the Company performed its annual impairment assessment on goodwill attributable to its aggregated television stations reporting unit and cable reporting unit.

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

With respect to goodwill allocated to the 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.

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, 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 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 3 and year 5 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 remaining amount of goodwill.

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.

With respect to goodwill allocated to 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 its fair value was less than its carrying amount, therefore the Company recorded a goodwill impairment of $14 million.

We estimated the reporting unit’s fair value 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 based the valuation on earnings multiples of comparable publicly traded digital media businesses and market net revenue multiples of comparable digital media transactions.

As of December 31, 2025, the remaining goodwill of this reporting unit was $31 million.

The likelihood of a material impairment is mitigated by the reduced book value of remaining goodwill.

Our quantitative goodwill impairment tests are sensitive to changes in key assumptions used in our analysis.

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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.

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

Based on our estimate of undiscounted future pre-tax cash flows expected to result from the use and eventual disposition of these assets, the Company determined that the carrying amounts are recoverable.

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We evaluate our 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.

In 2024, the Company evaluated its equity method investments for OTTI and none was identified.

The Company will continue to evaluate its equity method investments for OTTI in future periods.

If the fair value of the investment is below the carrying value, an impairment charge is recorded.

During the fourth quarter of 2025, we identified indicators of OTTI related to our 31.3% equity investment in TV Food Network, including 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.

We estimated the fair value of the investment using a valuation prepared by an independent third‑party firm applying both income and market approaches.

The income approach utilized a discounted cash flow model based on a five‑year projection period, a 9.25% discount rate, and a terminal value incorporating a long‑term cash flow growth rate of -3%.

The market approach considered earnings multiples of comparable publicly traded businesses.

Based on this analysis, we concluded that the fair value of our investment was below its carrying amount.

As a result, we recorded a pre‑tax, non‑cash impairment charge of $381 million.

was recorded in “Impairment of an equity method investment” in the Consolidated Statements of Operations in Part IV, Item 15(a) of this Annual Report on Form 10-K.

Fair value estimates related to our investment in TV Food Network are sensitive to changes in the key assumptions used.

Under the income approach, our lack of control over TV Food Network introduces significant uncertainty in the projected operating results.

If projected revenue or cash flows are not achieved due to changes in TV Food Network’s strategic or operational plans, if the projected long-term decline rate increases, or if external market forces such as increases in discount rates occur, the estimated fair value of our investment could decline further, potentially resulting in additional impairment charges.

When applying market approaches, key uncertainties include the identification of appropriate comparable public companies, the lack of recent comparable market transactions, and the selection of market multiples.

Pension plans and other postretirement benefits

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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 7. Management’s Discussion and Analysis