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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-27 · 514 added, 426 removed, 1095 unchanged (46% of the section changed)

8 unchanged sentences

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 based upon the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013) .

Management assessed the effectiveness of our internal control over financial reporting as of

December 31, 2025 based upon the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013) .

Based on management’s assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2025.

1 unchanged sentence

Ot her Information

(b) None of the Company’s directors or officers adopted , modified , or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2025.

Disclo sure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

Information concerning directors that is required by this Item 10 will be set forth in and is incorporated herein by reference from the Proxy Statement to be provided to stockholders in connection with our 2026 Annual Meeting of Stockholders (the “Proxy Statement”).

Information about our Executive Officers

The current executive officers of the Company are:

Nexstar Position

Chairman and Chief Executive Officer

Michael Biard

President and Chief Operating Officer

Lee Ann Gliha

Executive Vice President and Chief Financial Officer

Andrew Alford

President, Broadcasting

President, Networks

President, National Advertising Sales

President, Distribution and Strategy

Brett Jenkins

Executive Vice President and Chief Technology and Digital Officer

Rachel Morgan

Executive Vice President and General Counsel

Blake Russell

Executive Vice President, Operations

Executive Vice President and Chief Communications Officer

Executive Vice President, Government Relations

Sook has served as the Chairman and Chief Executive Officer of Nexstar since its inception in 1996.

Sook founded Nexstar with one local television station in Scranton, PA and led its growth into the leading diversified media company and the largest local television broadcaster in the United States it is today.

Sook has over 45 years of professional experience in broadcasting covering all facets of the business, including ownership and M&A, management, sales, on-air talent and news.

Sook is a member of the board of directors of the Broadcasters Foundation of America.

Michael Biard was appointed President and Chief Operating Officer in August 2023.

Biard is responsible for oversight of divisional operations, long-term strategy, and various corporate and administrative functions, including broadcasting, networks, distribution, and advertising sales.

Prior to joining Nexstar, Mr.

Biard served as President, Operations and Distribution, for Fox Corporation, overseeing Fox’s studio operations and corporate real estate;

serving as a member of the senior team responsible for sports rights strategy and acquisition;

and leading multi-platform content distribution, including distribution strategy, affiliate marketing and affiliate-related business affairs and operations for all of its media brands from November 2018 to August 2023.

From November 2013 to October 2018, Mr.

Biard served as President, Distribution for Fox Networks Group, a division of 21st Century Fox.

Biard is a member of the board of directors of the National Association of Broadcasters and EdgeBeam Wireless, LLC.

Lee Ann Gliha was appointed Executive Vice President and Chief Financial Officer in August 2021.

Gliha oversees all financial aspects of the Company’s business, including internal and external financial reporting, internal audit, investor relations, and treasury and capital markets functions, and has a prominent role in strategic planning, business development, and mergers and acquisitions.

From April 2016 to July 2021, Ms.

Gliha served as a Managing Director at Jefferies LLC (“Jefferies”).

Prior to joining Jefferies, Ms.

Gliha worked as an investment banker at Houlihan Lokey focused on the media and out-of-home entertainment sectors from 2008 to 2016 most recently as Managing Director.

Before joining Houlihan Lokey, Ms.

Gliha held a variety of positions of increasing responsibility in the banking and finance industry at companies such as UBS Investment Bank and Banc of America Securities.

She also previously worked at Live Nation, Inc., where she served as Executive Vice President of Corporate Finance from 2006 to 2008 and was responsible for the company’s mergers and acquisitions, financing, and investor relations functions.

Gliha is a member of the board of directors of the National Hot Rod Association and the management committee of Television Food Network, G.P., the owner of the Food Network and the Cooking Channel.

Andrew Alford was appointed President, Broadcasting in June 2021.

He is responsible for the Company’s local television and digital operations including content and sales.

From August 2017 until his current appointment, Mr.

Alford served as a Senior Vice President and Regional Manager at Nexstar.

Between 2014-2017, Mr.

Alford was Vice President and General Manager of WFLA-TV and WTTA-TV, Tampa’s NBC and MyNet affiliates.

Before moving to Tampa, he served as Vice President of Sales for Media General,

Vice President and General Manager of WTEN-TV, an ABC affiliate, in Albany, NY and WXXA-TV, a Fox affiliate, under a shared services and joint sales agreement.

Prior to Albany, Mr.

Alford spent a total of seven years at WGCL-TV in Atlanta, most recently as Vice President and General Manager.

He has also served in broadcast management roles in the Orlando, FL, Syracuse, NY and Rochester, NY markets.

Alford currently serves as President of Television Bureau of Advertising and is a member of the board of directors of the NBC Affiliate Board.

Sean Compton was appointed President, Networks in November 2020.

He is responsible for the long-term strategy and day-to-day operations of The CW Network, NewsNation, Antenna TV, REWIND TV, Nexstar programming acquisitions, The Hill and WGN Radio.

Prior to joining Nexstar, Mr.

Compton was President of Strategic Programming and Acquisitions for Tribune Company from 2008 to 2019 where he oversaw programming for 42 Tribune television stations and nationally distributed digital network Antenna TV.

He also spent 16 years in radio at Clear Channel Radio & Premiere Radio Networks of which, he served as Vice President of programming for 10 years before joining Tribune.

Dan Lanzano was appointed President, National Advertising Sales in July 2025.

Lanzano is responsible for leading Nexstar’s national and political advertising sales organization across its linear and digital platforms.

From January 2024 until his current appointment, Mr.

Lanzano served as Senior Vice President, National Advertising Sales at Nexstar.

Between 2018 and 2024, Mr.

Lanzano was Vice President, Sales Manager at Warner Bros.

Discovery where he managed multi-platform advertising sales efforts across the entire Warner Bros.

Discovery portfolio.

Prior to that time, he worked in advertising sales at Turner Broadcasting System, Inc.

Lanzano currently serves on the board of directors of The Ad Council.

Dana Zimmer was appointed President, Distribution and Strategy in September 2023 and prior to that she served as Executive Vice President & Chief Distribution and Strategy Officer since September 2019 when she joined Nexstar.

She oversees all distribution for the Company’s broadcast and television content portfolio to the cable, satellite, telco and digital media industries, network affiliation agreement with third-party partners, including CBS, Fox, NBC and ABC, MyNetwork and Telemundo, and distribution and affiliation relations for The CW.

Prior to joining Nexstar, Ms.

Zimmer was President of Distribution and Marketing for Tribune Media Company from 2013 to 2019 where she served a similar role.

She was a former Executive Vice President of TV Networks Distribution for NBCUniversal from 2011 to 2013.

Zimmer also served as Executive Vice President, Affiliate Sales and Marketing for Comcast Networks from 2005 through January 2011.

Prior to joining Comcast, Ms.

Zimmer played an integral role on the launch teams that spearheaded successful distribution efforts of YES Network and SportsNet New York.

Zimmer is on the Board of the T.

Howard Foundation and Vice Chair of the CBS Affiliate Board.

Brett Jenkins was appointed Executive Vice President and Chief Technology and Digital Officer in April 2023.

Jenkins is responsible for the Company’s technology, data and digital operations as well as the development and deployment of ATSC 3.0.

From 2017 to 2023, he served as Nexstar’s Chief Technology Officer.

Prior to that role, Mr.

Jenkins served as Vice President and Chief Technology Officer at Media General, overseeing the company’s information technology and engineering functions.

Before joining Media General in 2014, he was Vice President Chief Technology Officer of LIN Media.

He also held technology positions at ION Media Networks and executive positions for Thales Broadcast & Multimedia and Thomson.

Rachel Morgan was appointed Executive Vice President and General Counsel in June 2022.

Morgan is responsible for the management of Nexstar’s legal affairs including overseeing the Company’s business transactions, regulatory filings, privacy and data security-related legal concerns, labor and employment issues, as well as intellectual property, and litigation matters.

She also serves on the Nexstar Media Charitable Foundation Board.

Prior to joining Nexstar, Ms.

Morgan served as Vice President and Associate General Counsel for AT&T Services, Inc.

Between 2012 and 2022, Ms.

Morgan served in a variety of roles of increasing responsibility in the corporate legal department of AT&T.

Before joining AT&T, Ms.

Morgan spent almost fifteen years in private practice at two international law firms.

Morgan is a member of The Dallas Bar Association’s Community Service Fund Board of Directors and serves as a trustee on the Dallas Bar Foundation Board.

Blake Russell was appointed Executive Vice President, Operations in February 2018.

Russell is responsible for the Company’s technical and physical operations, including capital deployment.

Prior to that, he served as Nexstar’s Senior Vice President, Station Operations from November 2008 to January 2018 and has served as Nexstar’s Vice President Marketing and Operations from October 2007 to October 2008.

Before that, Mr.

Russell served as Vice President and General Manager at KNWA (NBC) and KFTA (FOX) stations in Ft.

Smith/Fayetteville, Arkansas from January 2004 to September 2007 and as Nexstar’s Director of Marketing/Operations at KTAL-TV (NBC) in Shreveport, Louisiana from 2000 to 2003.

Gary Weitman was appointed Executive Vice President and Chief Communications Officer in September 2019.

Weitman is responsible for all of the Company’s internal and external communications.

He also serves as the Chief Operating Officer for the Nexstar Media Charitable Foundation.

Prior to this, Mr.

Weitman was a Senior Vice President, Corporate Relations at Tribune Media Company from 2008 to 2019 and was Vice President, Corporate Communications from 2000 to 2008.

Prior to his work with Tribune, Mr.

Weitman was Executive Director, Corporate Communications at Allied Riser Communications Corp., Senior Vice President,

Media Relations at Hill and Knowlton, Inc., and earlier in his career, Mr.

Weitman spent 15 years in broadcast journalism, holding positions of increasing responsibility at the CBS- and FOX-owned television stations in Chicago, IL.

Scott Weaver has served as Executive Vice President, Government Relations since January 2026 and joined Nexstar in August 2024.

Weaver assists in overseeing the Company’s legislative and regulatory priorities and represents Nexstar’s interests to the executive branch of the federal government, Congress and a variety of regulatory bodies.

Prior to joining Nexstar, Mr.

Weaver was the founding partner of HSA Strategies, an advocacy and consulting firm specializing in the representation of clients in the telecommunications, healthcare and defense industry in matters before Congress and the executive branch of the federal government, from 2022 to 2024.

From 2009 to 2022, Mr.

Weaver was chairman of the public policy practice at the law firm of Wiley Rein LLP, managing all related staff and budget, political giving, client growth and new business generation in this area.

Earlier in his career, Mr.

Weaver has been engaged in a number of political campaigns, was Vice President of Government and Political Affairs for the Airports Council International/North America and was Chief of Staff in the Office of U.S.

Representative Katherine Harris.

Executive Compensation

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Exhibit Index

Incorporated by Reference

Exhibit Description

Agreement and Plan of Merger, dated as of August 18, 2025, by and among Nexstar Media Group, Inc., Teton Merger Sub, Inc.

and TEGNA Inc.

August 19, 2025

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

(Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (File No.

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

on June 21, 2023).

June 21, 2023

Second Amended and Restated Bylaws of Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (File No.

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

on January 30, 2023).

January 30, 2023

Specimen Class A Common Stock Certificate.

(Incorporated by reference to Exhibit 4.1 to Amendment No.

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

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

Indenture, dated as of July 3, 2019, between Nexstar Escrow, Inc., as issuer, and Citibank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No.

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

on July 3, 2019).

Form of 5.625% Senior Note due 2027 (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No.

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

on July 3, 2019).

November 18, 2003

Indenture, dated as of July 3, 2019, between Nexstar Escrow, Inc., as issuer, and Citibank, N.A., as trustee.

Form of 5.625% Senior Note due 2027.

First Supplemental Indenture, dated as of September 19, 2019, by and among Nexstar Broadcasting, Inc., as issuer, the guarantors party thereto, and Citibank, N.A.

as trustee (Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K (File No.

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

on September 20, 2019).

September 20, 2019

Second Supplemental Indenture, dated as of November 22, 2019, by and among Nexstar Broadcasting, Inc., as issuer, the guarantors party thereto, and Citibank, N.A.

as trustee (Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K (File No.

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

on November 22, 2019).

Indenture, dated as of September 25, 2020, by and among Nexstar Broadcasting, Inc., as issuer, the guarantors party thereto, and Citibank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No.

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

on September 25, 2020).

Form of 4.750% Senior Notes due 2028 (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No.

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

on September 25, 2020).

November 22, 2019

Indenture, dated as of September 25, 2020, by and among Nexstar Broadcasting, Inc., as issuer, the guarantors party thereto, and Citibank, N.A., as trustee.

September 25, 2020

Form of 4.750% Senior Notes due 2028.

September 25, 2020

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

1 unchanged sentence

Smith, Dennis Thatcher and Nexstar Broadcasting, Inc.

(Incorporated by reference to Exhibit 10.44 to Annual Report on Form 10-K for the year ended December 31, 2011 (File No.

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

March 15, 2012

Amendment, dated as of November 15, 2019, to Stock Option Agreement, dated as of November 29, 2011, by and between Mission Broadcasting, Inc., Dennis Thatcher, Nancie J.

Smith, and Nexstar Broadcasting, Inc.

(Incorporated by reference to Exhibit 10.87 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

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

Amendment, dated as of November 30, 2020, to Stock Option Agreement, dated as of November 29, 2011, as amended November 15, 2019, by and between Mission Broadcasting, Inc., Dennis Thatcher, Nancie J.

Smith, and Nexstar Broadcasting, Inc.(Incorporated by reference to Exhibit 10.4 to Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

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

on March 1, 2021).

Credit Agreement, dated as of January 17, 2017, by and among Nexstar Media Group, Inc., as a holding company, Nexstar Broadcasting, Inc., as the borrower, Bank of America, N.A., as the administrative agent, the collateral agent, a letter of credit issuer and a swing line lender and other financial institutions from time to time party thereto (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No.

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

on January 17, 2017).

Smith, and Nexstar Broadcasting, Inc.

March 1, 2021

January 17, 2017

Amendment No.

1, dated as of July 19, 2017, to Credit Agreement, dated as of January 17, 2017, by and among Nexstar Broadcasting, Inc., Nexstar Media Group, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

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

on July 25, 2017).

and the several lenders party thereto.

July 25, 2017

Amendment No.

2, dated as of October 26, 2018, to Credit Agreement, dated as of January 17, 2017, by and among Nexstar Broadcasting, Inc., Nexstar Media Group, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

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

on November 1, 2018).

and the several lenders party thereto.

November 1, 2018

Amendment No.

3, dated as of September 19, 2019, to Credit Agreement, dated as of January 17, 2017, by and among Nexstar Broadcasting, Inc., Nexstar Media Group, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

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

on September 20, 2019).

and the several lenders party thereto.

September 20, 2019

Amendment No.

4, dated as of September 3, 2020, to Credit Agreement, dated as of January 17, 2017, by and among Nexstar Broadcasting, Inc., Nexstar Media Group, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K/A (File No.

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

on September 9, 2020).

and the several lenders party thereto.

September 9, 2020

Amendment No.

1 unchanged sentence

(f/k/a Nexstar Broadcasting, Inc.), Nexstar Media Group, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No.

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

and the several lenders party thereto.

August 5, 2022

Amendment No.

1 unchanged sentence

(f/k/a Nexstar Broadcasting, Inc.), Nexstar Media Group, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No.

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

Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., as the borrower and Bank of America, N.A., as the administrative agent and the collateral agent and other financial institutions from time to time party thereto (Incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K for the period ended December 31, 2016 (File No.

333-62916-02) filed by Mission Broadcasting, Inc.).

and the several lenders party thereto.

August 8, 2023

Amendment No.7 dated as of June 27, 2025, to Credit Agreement, dated as of January 17, 2017, by and among Nexstar Media Inc.

(f/k/a Nexstar Broadcasting, Inc.), Nexstar Media Group, Inc.

Bank of America, N.A.

and the several lenders party thereto.

June 30, 2025

March 29, 2017

Amendment No.

1, dated as of July 19, 2017, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

333-62916-02) filed by Mission Broadcasting, Inc.

on July 25, 2017).

and the several lenders party thereto.

July 25, 2017

Amendment No.

2, dated as of October 26, 2018, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporate by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

333-62916-02) filed by Mission Broadcasting, Inc.

on November 1, 2018).

and the several lenders party thereto.

November 1, 2018

Amendment No.

3, dated as of September 3, 2020, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K/A (File No.

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

on September 9, 2020).

and the several lenders party thereto.

September 9, 2020

Amendment No.

4, dated as of June 3, 2021, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.

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

on June 4, 2021).

and the several lenders party thereto.

Amendment No.

5, dated as of June 3, 2021, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No.

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

on June 4, 2021).

and the several lenders party thereto.

Amendment No.

6, dated as of June 21, 2022, to Credit Agreement, dated as of January 17, 2017, by among Mission Broadcasting, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No.

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

and the several lenders party thereto.

August 5, 2022

Amendment No.

7 dated as of June 6, 2023, to Credit Agreement, dated as of January 17, 2017, by among Mission Broadcasting, Inc., Bank of America, N.A.

and the several lenders party thereto (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No.

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

and the several lenders party thereto.

August 8, 2023

Amendment No.8 dated as of June 27, 2025, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A.

and the several lenders party thereto.

June 30, 2025

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

Sook and Nexstar Broadcasting, Inc.

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

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

on January 22, 2019).

January 22, 2019

Amendment to Executive Employment Agreement, dated as of August 1, 2022 between Perry A.

Sook and Nexstar Media Group, Inc.

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

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

on August 4, 2022.

August 4, 2022

Amended Executive Employment Agreement between Perry A.

Sook and Nexstar Media Group, Inc.

October 30, 2025

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

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

000-50478/231119544) filed by Nexstar Media Group, Inc.

on July 28, 2023.

July 28, 2023

Executive Employment Agreement, dated July 26, 2021 between Lee Ann Gliha and Nexstar Media Group, Inc.

(Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (File No.

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

August 5, 2021

Amendment to Executive Employment Agreement, effective January 1, 2024, by and between Lee Ann Gliha and Nexstar Media Group, Inc.

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

000-50478/231502162) filed by Nexstar Media Group, Inc.

on December 20, 2023.

December 20, 2023

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

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

000-50478/231092012) filed by Nexstar Media Group, Inc.

on July 17, 2023.

July 17, 2023

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

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

000-50478/231092012) filed by Nexstar Media Group, Inc.

on July 17, 2023.

July 17, 2023

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

(Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (File No.

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

Nexstar Media Group, Inc.

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

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

on April 24, 2015).

November 8, 2023

Amendment to Executive Employment Agreement, dated as of May 2, 2025 between Sean Compton and Nexstar Media Group, Inc.

Nexstar Media Group, Inc.

2019 Long-Term Equity Incentive Plan (Incorporated by reference to Definitive Proxy Statement on Schedule 14A (File No.

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

on April 26, 2019).

Nexstar Media Group, Inc.’s Restricted Stock Unit Agreement Form (Incorporated by reference to Exhibit 10.88 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

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

2019 Long-Term Equity Incentive Plan.

April 26, 2019

Nexstar Media Group, Inc.’s Restricted Stock Unit Agreement Form.

Nexstar Media Group, Inc.

Code of Ethics.

(Incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K for the year ended December 31, 2003 (File No.

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

March 31, 2004

Nexstar Media Group, Inc.

Insider Trading and Anti-Hedging/Pledging Policy.

February 27, 2025

Subsidiaries of the Registrant.*

7 unchanged sentences

Clawback Policy, Nexstar Media Group, Inc.

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

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

February 28, 2024

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

1 unchanged sentence

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

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

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

* Filed herewith.

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Bernadette Aulestia

/s/ DENNIS J.

/s/ ELLEN JOHNSON

8 unchanged sentences

Consolidated Balance Sheets as of December 31, 2025 and 2024

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

Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Noncontrolling Interests for the years ended December 31, 2025, 2024 and 202 3

17 unchanged sentences

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

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

and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and redeemable noncontrolling interests and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

24 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Uncertain Tax Position Related to the Chicago Cubs Transactions

As described in Notes 11 and 14 to the consolidated financial statements, the Company has recorded liabilities for uncertain tax positions of $27.0 million as of December 31, 2024.

As disclosed by management, the estimate of the Company’s tax liabilities relating to uncertain tax positions requires management to assess uncertainties and to make judgments about the application of complex tax laws and regulations.

On June 28, 2016, the Internal Revenue Service (“IRS”) issued Tribune Media Company (a subsidiary of the Company, “Tribune”) a Notice of Deficiency which presented the IRS’s position that a gain with respect to a contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise (“the Chicago Cubs Transactions”) should have been included in Tribune’s 2009 taxable income.

Accordingly, the IRS proposed a $182.0 million tax and a $73.0 million gross valuation misstatement penalty.

After-tax interest on the aforementioned proposed tax and penalty through December 31, 2024 would be approximately $232 million.

During the third quarter of 2016, Tribune filed a petition in U.S.

Tax Court to contest the IRS’s determination.

On October 26, 2021, the Tax Court issued an opinion related to the Chicago Cubs Transactions, which held that Tribune’s structure was, in substantial part, in compliance with partnership provisions of the Internal Revenue Code (“IRC”) and, as a result, did not trigger the entire 2009 taxable gain proposed by the IRS.

As of December 31, 2024, management believes the tax impact of applying the Tax Court opinion is not material to the Company’s Consolidated Financial Statements.

The principal considerations for our determination that performing procedures relating to the uncertain tax position related to the Chicago Cubs Transactions is a critical audit matter are (i) the significant judgment by management when assessing the measurement of the uncertain tax position related to the Chicago Cubs Transactions;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the audit evidence related to the measurement of the uncertain tax position related to the Chicago Cubs Transactions;

(iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Equity Method Investment Impairment Assessment - TV Food Network

As described in Notes 2 and 6 to the consolidated financial statements, the Company’s equity method investments balance was $390 million as of December 31, 2025, $372 million of which related to a 31.3% ownership stake in TV Food Network.

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

Management assesses these investments for other-than-temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant.

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

During the fourth quarter of 2025, management identified indicators of OTTI related to its investment in TV Food Network, and estimated the fair value of the investment using both an income approach and a market approach.

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

Under the market approach, assumptions used include earnings multiples of comparable public companies.

Based on the impairment assessment, management concluded that the fair value of the investment was below the carrying amount and recorded an impairment charge of $381 million.

The principal considerations for our determination that performing procedures relating to the equity method investment impairment assessment of the TV Food Network is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the TV Food Network investment;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumption related to earnings multiples of comparable public companies;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls related to measurement of the uncertain tax position related to the Chicago Cubs Transactions.

These procedures also included, among others (i) testing the information used in the calculation of the liability for the uncertain tax position related to the Chicago Cubs Transactions, including federal filing positions and the related final tax returns;

(ii) testing the calculation of the liability for the uncertain tax position related to the Chicago Cubs Transactions, including management’s assessment of the technical merits of the tax position;

(iii) testing management’s assessment of the possible outcomes of the uncertain tax position related to the Chicago Cubs Transactions;

and (iv) evaluating the status and results of income tax audits with the relevant tax authorities.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the measurement of the uncertain tax position related to the Chicago Cubs Transactions, including evaluating the reasonableness of management’s assessment of the amount of potential tax benefit to be realized, and the application of relevant tax laws.

These procedures included testing the effectiveness of controls relating to management’s equity method investment impairment assessment, including controls over the valuation of the TV Food Network investment.

These procedures also included, among others (i) testing management’s process for developing the fair value of the TV Food Network investment;

(ii) evaluating the appropriateness of the market approach used by management;

(iii) testing the completeness and accuracy of underlying data used in the market approach;

and (iv) evaluating the reasonableness of the significant assumption used by management related to earnings multiples of comparable public companies.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the market approach;

and (ii) the reasonableness of earnings multiples of comparable public companies.

/s/ PricewaterhouseCoopers LLP

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Cash and cash equivalents

Restricted cash and cash equivalents

Accounts receivable, net of allowance for credit losses of $ 18 and $ 16 , respectively

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Accrued expenses

Operating lease liabilities

Other current liabilities

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Additional paid-in capital

Accumulated other comprehensive (loss) income

Accumulated other comprehensive loss

Retained earnings

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NEXSTAR MEDIA GROUP, INC.

CONSOLIDATED STATEMENTS OF OPER ATIONS AND COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF O PERATIONS

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

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Selling, general and administrative, excluding depreciation and amortization

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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Diluted (in thousands)

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

NEXSTAR MEDIA GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPRE HENSIVE INCOME

(in millions)

Years Ended December 31,

Other comprehensive loss:

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Contribution from noncontrolling interests

Noncontrolling interests from a business combination (see Note 3)

Distribution to a noncontrolling interest

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

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Dividends declared on common stock ($ 6.76 per share)

Adjustment to redeemable noncontrolling interests (Note 2)

Contribution from noncontrolling interests

Accretion of redeemable noncontrolling interests

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

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Dividends declared on common stock ($ 7.44 per share)

Adjustment to redeemable noncontrolling interests (Note 2)

Contribution from noncontrolling interests

Accretion of redeemable noncontrolling interests (Notes 2 and 15)

Change in reporting entity resulting from common control transaction

Accretion of redeemable noncontrolling interests

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

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Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Goodwill and other long-lived asset impairments

Amortization of broadcast rights

Depreciation and amortization of intangible assets

Goodwill and long-lived asset impairments

Stock-based compensation expense

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Payments for broadcast rights

Gain on bargain purchase

Income from equity method investments, net

Income from equity method investments, net (excluding impairment)

Impairment of an equity method investment

Distribution from equity method investments—return on capital

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Proceeds from disposal of an investment

Proceeds from disposals of assets

Cash acquired on business acquisition

Other investing activities, net

Net cash provided by (used in) investing activities

Net cash used in investing activities

Cash flows from financing activities:

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Proceeds from exercise of stock options

Payments for contingent consideration in connection with a past acquisition

Other financing activities, net

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Non-cash investing and financing activities:

Accrued and noncash purchases of property and equipment

Purchases of property and equipment in accounts payable and accruals

Capitalized software in other current and noncurrent liabilities

Right-of-use assets obtained in exchange for operating lease obligations

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As used in these Consolidated Financial Statements and unless the context indicates otherwise, “Nexstar” refers to Nexstar Media Group, Inc., a Delaware corporation, and its consolidated wholly owned and majority-owned subsidiaries;

the “Company” refers to Nexstar and the variable interest entities (“VIEs”) required to be consolidated in our financial statements under authoritative guidance related to the consolidation of VIEs;

the “Company” refers to Nexstar and the variable interest entities (“VIEs”) required to be consolidated in its financial statements under authoritative guidance related to the consolidation of VIEs;

and all references to “we,” “our,” “ours,” and “us” refer to Nexstar.

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

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

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

As of December 31, 2025 , Nexstar also owns an 80.8 % ownership interest in The CW Network, LLC, the fifth major broadcast network in the U.S.

NewsNation, a national cable news network;

two digital multicast networks, Antenna TV and REWIND TV;

multicast network services provided to third parties;

and a 31.3 % ownership stake in Television Food Network, G.P.

(“TV Food Network”).

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

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

The portfolio also includes 110 connected television applications and three free ad-supported television channels from The CW and The Hill.

Merger Agreement with TEGNA

On August 18, 2025 , Nexstar entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) to acquire the outstanding equity of TEGNA Inc., a Delaware corporation (“TEGNA”) (such transaction, the “Merger”).

TEGNA owns and operates 64 television stations and two radio stations in 51 designated market areas (“DMAs”) in the U.S.

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

The Merger has been approved by the boards of directors of both companies and by the stockholders of TEGNA and is anticipated to close by the second half of 2026, subject to (i) FCC consent, (ii) receipt of other regulatory approvals including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and (iii) satisfaction of other customary closing conditions.

The Merger does not require approval of Nexstar stockholders and is not subject to any financing condition.

Pursuant to the Merger Agreement, Nexstar will acquire TEGNA’s outstanding equity for $ 22 per share in a cash transaction (the “Merger Consideration”).

All vested and unvested time-based and performance-based equity-based awards of TEGNA that are granted prior to August 18, 2025 and outstanding immediately prior to the effective time of the Merger will vest in full and will be converted into the right to receive the Merger Consideration.

Each TEGNA time-based and performance-based restricted stock unit granted on or after August 18, 2025 will convert into a time-based restricted stock unit award based on the Merger Consideration and the terms of the Merger Agreement, with total grant date value capped at $ 35.1 million.

The estimated total purchase price, calculated in accordance with the authoritative accounting guidance, is valued at $ 5.8 billion.

This preliminary estimate includes the Merger Consideration and the refinancing of certain existing TEGNA debt.

The final purchase price at closing may differ materially from this estimate.

On August 18, 2025, Nexstar entered into a debt commitment letter, which was subsequently amended and restated on September 11, 2025.

Under this agreement, a syndicate of financial institutions committed to provide up to $ 5.725 billion in debt financing to support the Merger, the refinancing of certain TEGNA obligations, and related transactions.

The Merger Agreement contains certain termination rights for both parties.

Either party may terminate the Merger Agreement if the Merger is not consummated at or before 5:00 p.m.

Eastern Time on August 18, 2026, which may be extended to November 18, 2026 at the election of either TEGNA or Nexstar if all conditions other than certain regulatory conditions have been satisfied or waived.

If the Merger Agreement is terminated by either party under certain circumstances, including because certain required regulatory clearances are not obtained on or before November 18, 2026, Nexstar will be required to pay TEGNA a termination fee of $ 125 million.

Transaction costs relating to this proposed merger, including legal and professional fees, of $ 22 million were expensed as incurred during the year ended December 31, 2025.

Summary of Significant Accounting Policies

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Nevertheless, the owner-operator of each station retains control of and responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station.

A local service agreement can be (i) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, frequently based on the station’s monthly operating expenses, (ii) a shared services agreement (“SSA”) which allows Nexstar to provide services to a station including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (iii) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA.

A local service agreement can be (i) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange for monthly payments, frequently based on the station’s monthly operating expenses, (ii) a shared services agreement (“SSA”) which allows Nexstar to provide services to a station including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments as described in the SSA, or (iii) a joint sales agreement (“JSA”) which permits Nexstar to sell certain of a station’s advertising time and retain a percentage of the related revenue, as described in the JSA.

Consolidated VIEs

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During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement.

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

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

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

Nexstar has a multi-year TBA with KAZT, L.L.C., the owner of television station KAZT-TV, an affiliate of The CW in Phoenix, Arizona.

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

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

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

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

There were no

significant transactions arising from Nexstar’s outsourcing agreement with Cunningham or TBA with KAZT, L.L.C.

Neither Cunningham nor KAZT, L.L.C.

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

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

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

As of December 31, 2025 , the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or revision of the carrying value of its assets or liabilities.

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

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

A significant portion of the Company’s accounts receivable is due from cable, satellite and other multichannel video programming distributors (“MVPDs”), virtual multichannel video programming distributors (“vMVPDs”) via our affiliation agreements with Big 4 networks, and local and national advertising agencies.

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

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During the measurement period, which may be up to one year from the acquisition date of a business, the Company records adjustments related to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income.

The Company’s goodwill and FCC licenses are considered to be indefinite-lived intangible assets.

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The Company evaluates the remaining lives of its network affiliations whenever changes occur in the likelihood of affiliation contract renewals, and at least on an annual basis.

For purposes of goodwill impairment tests, the Company has one aggregated television stations reporting unit because of the stations’ similar economic characteristics, one cable network reporting unit, and two digital business reporting units.

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

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

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

The Company’s share in earnings and losses of the investee, along with its share in the amortization of basis differences is reported within “Income from equity method investments, net (excluding impairment)” in the accompanying Consolidated Statements of Operations.

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

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

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

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

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

The Company assesses these investments for other-than-temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market conditions warrant.

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

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

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

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

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

As of December 31, 2025 and 2024 , programming costs included $ 28 million and $ 33 million, respectively, that were contractually due related to episodes that had been completed by certain production companies but not yet delivered to the Company.

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

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

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

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The amount by which the projected benefit obligation exceeds the fair value of the pension plan assets is recorded in other noncurrent liabilities in the accompanying Consolidated Balance Sheets.

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

Redeemable Noncontrolling Interests

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

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

Pursuant to the operating agreement governing The CW, Nexstar has a call right to acquire the noncontrolling ownership interests in The CW beginning in August 2024 and each noncontrolling owner has a put right to sell its ownership interest in The CW to Nexstar beginning in June 2026, subject to Nexstar’s one year deferral right, for cash.

Since that time, Nexstar acquired additional ownership interest in the network increasing its ownership to 80.8 % as of December 31, 2025.

Pursuant to the operating agreement governing The CW, Nexstar has a call right to acquire the noncontrolling ownership interests in The CW that is exercisable during a certain period each year, and each noncontrolling owner has a put right to sell its ownership interest in The CW to Nexstar beginning in June 2026, subject to Nexstar’s one year deferral right, for cash.

The amount at which the noncontrolling interests can be redeemed under either the call right or the put rights is the greater of the capital contributed by the minority owners or a multiple of The CW’s earnings.

Redeemable noncontrolling interests are presented as mezzanine equity (outside of liability and stockholders’ equity) in the accompanying Consolidated Balance Sheets as they are redeemable by the holders through their put rights and the redemption is outside our control.

We accrete the changes in the redemption value of redeemable noncontrolling interests over the period from issuance to the earliest redemption date using the effective interest method.

The accretion is recognized as an adjustment to retained earnings, or in the absence of retained earnings, additional paid-in capital.

The balance of redeemable noncontrolling interests is measured at the greater of accreted redemption value at the end of each reporting period or the carrying value adjusted for the noncontrolling interests’ contributions and share in income and losses.

The balance of redeemable noncontrolling interests is measured at the greater of accreted redemption value at the end of each reporting period or the initial carrying value adjusted for the noncontrolling interests’ contributions and share in income and losses.

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

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

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

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

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

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

The accretion is included in the calculation of earnings per share (see Note 15 ).

Revenue Recognition

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

Costs to obtain customer contracts (e.g.

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

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

Costs to obtain customer contracts (e.g., sales commissions) are expensed as incurred due to the short-term nature of such contracts.

Distribution Revenues— The Company receives compensation from MVPDs as well as vMVPDs, via our affiliation agreements with Big 4 networks, in return for the Company’s consent to the retransmission of the signals of its television stations or the carriage of NewsNation’s cable network.

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

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Stock-Based Compensation

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

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

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

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

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

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

There were no stock options granted during the periods covered in these financial statements and all outstanding awards have been fully exercised.

Stock-based compensation is included in selling, general and administrative expense

in the accompanying Consolidated Statements of Operations.

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

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Net income attributable to Nexstar Media Group, Inc.

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

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

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

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Potentially dilutive common shares are calculated using the treasury stock method.

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

They consist of common shares that could be issued from the vesting of outstanding restricted stock units and, in the prior years, the exercise of outstanding stock options.

See Note 15 for additional information.

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

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

The other activities of the Company include operating segments that are nonreportable, the management of certain real estate assets and corporate function.

See Notes 5 and 17 for additional segment information.

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New Accounting Standards Adopted

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

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

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

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

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

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

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

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 applies to all entities that are subject to Topic 740, Income Taxes and is intended to enhance the transparency and decision usefulness of income tax disclosures.

The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid.

The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the amendments retrospectively to all periods presented in the consolidated financial statements (see Note 14 for our updated income tax disclosures).

New Accounting Standards Not Yet Adopted

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

Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03.

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

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

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

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

Early adoption is permitted in both ASUs.

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

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

In December 2023, the FASB issued ASU No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 applies to all entities that are subject to Topic 740, Income Taxes and is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

The amendments in ASU 2023-09 will be effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

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

Early adoption is permitted on either a prospective or retrospective basis.

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

In September 2025, the FASB issued ASU No.

2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”).

ASU 2025-06 amends the existing standard to remove all references to prescriptive and sequential software development project stages and require that the entity capitalize software costs when both:

management has authorized and committed to funding the software project;

and it is probable that the project will be completed and the software will be used to perform the intended function (referred to as the “probable-to-complete” recognition threshold).

ASU 2025-06 is effective for all annual periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted.

The guidance may be applied on a prospective basis, a modified basis, or a retrospective basis.

The Company is currently evaluating the potential impacts of ASU 2025-06 on its Consolidated Financial Statements and related disclosures.

2025 Acquisition

On January 31, 2025 , Nexstar acquired certain assets of WBNX-TV, an independent full power television station serving the Cleveland, OH market, from Winston Broadcasting Network, Inc.

for a $ 22 million cash purchase price.

The acquired assets and assumed liabilities were recorded at fair value as of the closing date of the transaction and consisted primarily of $ 20 million related to the FCC license.

2023 Acquisitions

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

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

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

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The acquired assets and assumed liabilities were recorded at fair value as of the closing dates of the transactions and consisted primarily of $ 13 million in property and equipment and $ 19 million in FCC licenses.

2022 Acquisition of The CW

On September 30, 2022 , Nexstar acquired a 75.0 % ownership interest in The CW from affiliates of Paramount Global and Warner Bros.

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

Each of the Sellers retained a 12.5 % ownership interest.

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

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

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

This gain is presented as a separate line item in the accompanying Consolidated Statements of Operations and Comprehensive Income during the year ended December 31, 2022.

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

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

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

Unaudited Pro Forma Financial Information

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

December 31, 2022

Income before income taxes

Net income attributable to Nexstar

Property and Equipment

Property and equipment consisted of the following, as of December 31 (dollars in millions):

Property and equipment consisted of the following, as of December 31 ($ in millions):

Buildings and improvements

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Property and equipment, net

For the years ended December 31, 2024, 2023 and 2022 , depreciation expense of $ 185 million, $ 176 million and $ 160 million, respectively, was included in Depreciation and amortization expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.

For the years ended December 31, 2025, 2024 and 2023 , depreciation expense of $ 168 million, $ 185 million and $ 176 m illion, respectively, was included in depreciation and amortization of intangible assets in the accompanying Consolidated Statements of Operations.

Intangible Assets and Goodwill

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

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

Reportable Broadcast Segment

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Balances as of December 31, 2024

Current year acquisition (Note 3)

Impairment loss

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Balances as of December 31, 2024

Current year acquisition (Note 3)

Balances as of December 31, 2025

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

For the years ended December 31, 2024, 2023 and 2022 , amortization expense of $ 299 million, $ 311 million and $ 309 million, respectively, was included in Depreciation and amortization expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.

For the years ended December 31, 2025, 2024 and 2023 , amortization expense of $ 302 million, $ 299 million and $ 311 million, respectively, was included in depreciation and amortization of intangible assets in the accompanying Consolidated Statements of Operations.

The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years and thereafter for definite-lived intangible assets as of December 31, 2025 (in millions):

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

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

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

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

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

The fair value estimate is management’s estimate based on a valuation report prepared by a third-party valuation firm who used a combination of an income approach, which employs a discounted cash flow model, and a market approach, which 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 2 and year 3 and then growth thereafter.

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

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

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

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

If the assumptions used in our analysis are not realized, it is possible that an impairment charge may need to be recorded in the future.

The Company cannot accurately predict the amount and timing of any impairment of goodwill or other intangible assets.

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 units’ fair values would sufficiently exceed the related carrying amounts.

With respect to a digital reporting unit, Nexstar recognized goodwill impairment of $ 14 million and $ 24 million during the fourth quarter of 2025 and 2024, respectively.

During these quarters, we elected to perform quantitative impairment tests on this reporting unit due to operating performance and uncertain economic conditions.

We estimated the 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.

During the year ended December 31, 2023, Nexstar recorded a goodwill impairment of $ 19 million (and $ 16 million impairment on definite-lived intangible assets) attributable to a separate digital reporting unit.

This reporting unit has no remaining book value of goodwill and definite-lived intangible assets.

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

In our income approach models, if our projections of revenue growth rates and margins are not realized, if market factors outside of our control, such as increases in discount rates, occur, or if management’s expectations or plans change, including changes to a reporting unit’s long-term operating plans, the Company’s goodwill and other key assets could be impaired in the future.

With respect to net revenue and earnings multiples, the key uncertainties are determining the reporting unit’s comparable public companies, comparable transactions and the selection of the market multiples.

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

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

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

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

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 amounts.

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.

No other events or circumstances were noted in 2025 that would indicate impairment.

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

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

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

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Total investments

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

Equity Method Investments — Investment in TV Food Network

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

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

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

The remaining amortizable basis difference as of December 31, 2024 had a remaining useful life of approximately 4.7 years.

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

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

Nexstar recognized the following related to its investment in TV Food Network during the years ended December 31, 2025, 2024 and 2023:

Years Ended December 31,

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Recorded amortization of basis difference (expense)

Impairment loss

During the fourth quarter of 2025, Nexstar identified indicators of OTTI related to its 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 and other digital platforms, and additional market data from recent spin-offs involving cable networks.

Nexstar 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, Nexstar concluded that the fair value of its investment was below the carrying amount.

As a result, 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.

Fair value estimates related to Nexstar’s 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.

As of December 31, 2025 , Nexstar’s investment in TV Food Network had a book value of $ 372 million, compared to $ 857 million as of December 31, 2024.

As of December 31, 2025, Nexstar’s remaining share in the amortizable basis difference related to its investment in TV Food Network was $ 258 million, which will be amortized over a remaining estimated life of approximately 3.7 years, and Nexstar’s share in basis difference attributable to the investee’s goodwill was adjusted to $ 119 million to reflect the OTTI recognized in the fourth quarter of 2025.

As of December 31, 2024, Nexstar’s share in the amortizable basis difference and goodwill was $ 328 million and $ 500 million, respectively.

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

Summarized financial information - TV Food Network

Years Ended December 31,

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Network affiliation fees

Long-term debt consisted of the following, as of December 31 (dollars in millions):

Long-term debt consisted of the following, as of December 31 ($ in millions):

Revolving loans, due June 2030

Term Loan A, due June 2030

Term Loan A, due June 2027

Term Loan B, due June 2032

Term Loan B, due September 2026

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4.75 % Notes, due November 2028

Term Loan B, due June 2028

Revolving loans, due June 2030

Revolving loans, due June 2027

Term Loan B, due June 2028

Total outstanding principal

unamortized financing costs and discount – Nexstar Term Loan A, due June 2030

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

unamortized financing costs and discount – Nexstar Term Loan B, due June 2032

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

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Long-term debt, net of current portion

Nexstar’s outstanding term loans and revolving loans are governed by Nexstar’s credit agreement (as amended, the “Nexstar credit agreement”), and Mission’s outstanding term loans and revolving loans are governed by Mission’s credit agreement (as amended, the “Mission credit agreement”).

Each of the amended credit agreements is also herein referred to as a “senior secured credit facility” (collectively, the “senior secured credit facilities”).

Nexstar’s senior unsecured notes are governed by the indentures.

Senior Secured Credit Facilities

2025 Activities

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

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

During the year ended December 31, 2025, the Company repaid scheduled principal maturities of $ 84 million.

On June 27, 2025, Nexstar and Mission, an independently owned VIE consolidated by Nexstar, amended their respective senior secured credit facilities.

The amendments provided for the following:

• $ 750 million Nexstar revolving credit facility, due June 27, 2030 (of which $ 144 million was borrowed)

• $ 75 million Mission revolving credit facility, due June 27, 2030 (of which $ 62 million was borrowed)

• $ 1,905 million Nexstar Term Loan A, due June 27, 2030

• $ 1,300 million Nexstar Term Loan B, due June 27, 2032

The proceeds from the above new senior secured credit facilities, together with cash on hand, were used to repay the following outstanding loans on June 27, 2025:

• $ 62 million Mission revolving loan, due June 2027

• $ 2,091 million Nexstar Term Loan A, due June 2027

• $ 1,358 million Nexstar Term Loan B, due September 2026

Each of the Nexstar revolving credit facility, due June 2030, the Mission revolving credit facility, due June 2030, and the Nexstar Term Loan A, due June 2030, bear interest at the Secured Overnight Financing Rate (“ SOFR ”) for the applicable interest period plus 1.50 % per annum (subject to a pricing grid).

The Nexstar Term Loan B, due June 2032, bears interest at SOFR for the applicable interest period plus 2.50 % per annum.

In connection with the debt refinancing, the Company deferred $ 18 million in new lender fees and third-party costs associated with the issuance of new term loans (Term Loan A, due June 2030, and Term Loan B, due June 2032).

Deferred financing costs under the previous term loans of $ 9 million were also carried over to the new term loans.

These deferred costs are presented as a deduction of debt balance and are amortized over the related terms of debt using the effective interest method.

In connection with the debt refinancing, third-party debt issuance costs of $ 9 million that did not qualify for deferral were expensed and included in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations for the year ended December 31, 2025.

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

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

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

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

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

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

• 5.20 % in 2025 for Nexstar’s outstanding revolving loans, due June 2030 (based on an applicable margin of 1.50%)

• 5.20 % and 5.88 % in 2025 and 2024, respectively, for Nexstar’s Term Loan A (based on an applicable margin of 1.50 %)

• 6.20 % and 6.88 % in 2025 and 2024, respectively, for Nexstar’s Term Loan B (based on an applicable margin of 2.50 %)

• 5.20 % and 5.88 % in 2025 and 2024, respectively, for Mission’s outstanding revolving loans (based on an applicable margin of 1.50 %)

• 6.20 % and 6.88 % in 2025 and 2024, respectively, for Mission’s Term Loan B (based on an applicable margin of 2.50 %)

5.625% Notes, due July 2027

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These additional notes were issued at a price of 104.875 %.

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

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

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

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Upon the occurrence of a change of control (as defined in the 5.625% Indenture due 2027), each holder of the 5.625% Notes, due July 2027 may require Nexstar to repurchase all or a portion of the notes in cash at a price equal to 101.0 % of the aggregate principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase.

The 5.625% Notes, due July 2027 contain covenants that limit, among other things, Nexstar’s ability to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) create liens, (5) merge or consolidate with another person or transfer or sell assets, (6) enter into restrictions affecting the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries, (7) prepay, redeem or repurchase certain indebtedness and (8) engage in transactions with affiliates.

Nexstar’s restricted subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries, (7) prepay, redeem or repurchase certain indebtedness and (8) engage in transactions with affiliates.

The 5.625% Indenture due 2027 provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency.

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Unused Commitments and Borrowing Availability

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

Nexstar and Mission had $ 586 million (net of outstanding standby letters of credit of $ 20 million) and $ 14 million, respectively, of unused revolving loan commitments under each of their senior secured credit facilities, all of which were available for borrowing, based on the covenant calculations as of December 31, 2025.

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

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The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00.

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

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

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.

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

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

As of December 31, 2025, the Company was in compliance with its financial covenants.

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

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

The operating leases have remaining lease terms of up to 89 years, some of which may include options to extend the leases from one year to 99 years .

Lease contracts that the Company has executed but which have not yet commenced as of December 31, 2025 were not material.

Supplemental balance sheet information related to operating leases as of December 31 was as follows (in millions, except lease term and discount rates):

Supplemental balance sheet information related to operating leases as of December 31 was as follows ($ in millions):

Balance Sheet Classification

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Current operating lease liabilities

Other current liabilities

Operating lease liabilities

Noncurrent operating lease liabilities

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Weighted Average Discount Rate of Operating leases

Operating lease expenses for the year ended December 31, 2024 were $ 66 million, of which $ 29 million and $ 37 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Operating lease expenses for the year ended December 31, 2023 were $ 65 million, of which $ 28 million and $ 37 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Operating lease expenses for the year ended December 31, 2022 were $ 62 million, of which $ 28 million and $ 34 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Operating lease expenses for the year ended December 31, 2025 were $ 60 million, of which $ 27 million and $ 33 million were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and amortization, in the accompanying Consolidated Statements of Operations.

Cash paid for operating leases included in the operating cash flows was $ 58 million, $ 63 million and $ 64 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Retirement and Postretirement Plans

Nexstar has various funded, qualified non-contributory defined benefit retirement plans which cover certain employees and former employees.

As of December 31, 2024, the combined pension benefit obligations for these qualified retirement plans were $ 1.5 billion.

Combined plan assets were $ 1.4 billion at December 31, 2024 which represents funding of approximately 90 % (resulting in a combined plans being underfunded by $ 148 million).

All these retirement plans are frozen in terms of pay and service, except for a plan with immaterial pension benefit obligations.

The remaining pension obligations of $ 38 million relate to non-contributory unfunded supplemental executive retirement and ERISA Excess plans for which Nexstar’s policy is to fund the benefits as claims and premiums are paid.

Nexstar also has various retiree medical savings account plans which reimburse eligible retired employees for certain medical expenses and unfunded plans that provide certain health and life insurance benefits to certain retired employees.

Nexstar uses a December 31 measurement date for its pension and other postretirement benefit plans (“OPEB”).

The overfunded or underfunded status of these pension and other postretirement plans is recognized as an asset or liability in the accompanying Consolidated Balance Sheets.

Defined Benefit Retirement Plans

Nexstar sponsors various funded, qualified non-contributory defined benefit pension plans covering certain current employees and former employees.

As of December 31, 2025 , the combined pension benefit obligations for these qualified retirement plans were $ 1.5 billion, and the combined plan assets were $ 1.4 billion, representing a funded status of approximately 92 % and a combined underfunded position of $ 117 million.

All plans are frozen in terms of pay and service, except for a plan with immaterial pension benefit obligations.

The remaining pension obligations of $ 37 million relate to non-contributory unfunded supplemental executive retirement and ERISA Excess plans.

Nexstar’s policy is to fund these benefits as claims and premiums become due.

Nexstar uses a December 31 measurement date for its pension benefit plans.

The overfunded or underfunded status of these pension benefit plans is recognized as an asset or liability in the accompanying Consolidated Balance Sheets.

The changes in the funded status are recorded in the year in which changes occur through comprehensive income (loss).

The funded status of a plan represents the difference between the fair value of plan assets and the related plan projected benefit obligation.

As of and for the years ended December 31, the following table provides a reconciliation of the plans’ benefit obligations, plan assets and funded status, along with the related amounts that are recognized in the Consolidated Balance Sheets (in millions):

Pension Benefits

As of and for the years ended December 31, the following table provides a reconciliation of the pension benefit obligations, plan assets and funded status, along with the related amounts that are recognized in the Consolidated Balance Sheets (in millions):

Change in benefit obligations

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Fair value of plan assets

The plans’ benefit obligations were determined using the following assumptions:

Pension Benefits

The pension plans’ benefit obligations were determined using the following assumption:

Discount rate

4.78 % - 4.79 %

4.98 % - 4.99 %

5.11 % - 5.38 %

4.59 % - 4.75 %

4.79 % - 4.94 %

Compensation increase rate

The decrease in the discount rates from December 31, 2024 to December 31, 2025 increased the projected benefit obligations of qualified defined benefit pension plans by approximately $ 40 million at December 31, 2025.

In addition, pension obligation increased by approximately $ 4 million due to the updated census information.

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

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

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

Net Periodic Benefit Cost (Credit)

The following tables provide the components of net periodic benefit cost (credit) for the plans for the years ended December 31 (in millions):

Pension Benefits

The following tables provide the components of net periodic benefit cost (credit) for the pension benefit plans for the years ended December 31 (in millions):

Interest cost

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Net periodic benefit cost (credit)

Nexstar anticipates recording an aggregate net periodic benefit credit of $ 30 million for its pension and other postretirement benefits in 2025, as the expected return on plan assets exceeds estimated interest cost.

The net periodic costs for Nexstar’s pension and other benefit plans were determined using the following assumptions:

Pension Benefits

Nexstar anticipates recording an aggregate net periodic benefit credit of $ 27 million for its pension benefits in 2026, as the expected return on plan assets exceeds estimated interest cost.

The net periodic costs for Nexstar’s pension benefit plans were determined using the following assumptions:

Discount rate

4.98 % - 4.99 %

2.69 % - 2.70 %

4.59 % - 4.72 %

4.79 % - 4.92 %

1.96 % - 2.49 %

Expected return on plan assets

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5.53 % - 6.38 %

Compensation increase rate

Cash balance interest crediting rate

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Their proprietary model simulates possible capital market scenarios based on the current economic environment and their capital market assumptions to come up with expected returns for the portfolio based on the current asset allocation.

For purposes of measuring the related postretirement health care costs for 2024, we assumed a 6.2 % - 10.0 % annual rate of increase in the per capita cost of covered health care benefits.

The rate was assumed to decrease gradually to 4.5 % for 2032 and remain at that level thereafter.

For purposes of measuring the related postretirement health care obligations at December 31, 2024, we assumed a 6.2 % - 11.25 % annual rate of increase in the per capita cost of covered health care benefits.

The rate was assumed to decrease gradually to 4.5 % for 2034 and remain at that level thereafter.

The following table provides a summary of Nexstar’s accumulated other comprehensive income (loss) related to pension and other postretirement benefit plans prior to any deferred tax effects (in millions):

Pension Benefits

December 31, 2021

As of December 31, the following table provides a summary of Nexstar’s accumulated other comprehensive income (loss) related to pension benefit plans prior to any deferred tax effects (in millions):

Net actuarial loss

Prior service cost

Actuarial gain (loss)

December 31, 2022

Actuarial loss

December 31, 2023

Actuarial gain (loss)

December 31, 2024

Amounts in accumulated other comprehensive income

The asset allocation for Nexstar’s funded retirement plans at the end of 2025, and the asset allocation range for 2026, by asset category, are as follows:

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Fixed income securities are invested in diversified portfolios that invest across the maturity spectrum and include primarily investment-grade securities with a minimum average quality rating of A and insurance annuity contracts.

These securities use the Barclays Capital Aggregate (intermediate term bonds), Barclays Capital Long Corporate and Barclays Capital Long Government/Credit (long bonds) U.S.

These securities use the Barclays Capital Aggregate (intermediate term bonds), Barclays Capital Long Corporate and Barclays Capital Long Government/Credit (long bonds) and U.S.

Bond Indexes as their benchmarks.

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High Yield Ba/B 1% Issuer Capped Bond Index (high yield bonds), BBG Commodity Index (commodity index fund), Morningstar LSTA US Loan (floating rate debt) and BBG 1-10 TIPS (inflation-protected bond) as their benchmarks.

The following table sets forth, by asset category, Nexstar’s pension plan assets as of December 31, 2024 and 2023, using the fair value hierarchy established under ASC Topic 820 as described in Note 16.

The following table sets forth, by asset category, the pension benefit plan assets as of December 31, 2025 and 2024, using the fair value hierarchy established under ASC Topic 820 as described in Note 16.

The fair value hierarchy in the tables excludes certain investments which are valued using net asset value (“NAV”) as a practical expedient (in millions):

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The fair value amounts presented in the table above are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets.

The pooled separate account represents an insurance contract under which plan assets are administered through pooled funds.

The pooled separate account (“PSA”) represents an insurance contract under which plan assets are administered through pooled funds.

The PSA portfolio includes investments in money market instruments, government and corporate bonds and notes.

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The majority of the underlying net assets have observable Level 1 and/or 2 quoted pricing inputs which are used to determine the unit value of the PSA, which is not publicly quoted and therefore classified as Level 2 of the fair value hierarchy.

Expected Cash Flows

The following table includes amounts that are expected to be contributed to the plans by Nexstar (in millions).

It additionally reflects benefit payments that are made from the plans’ assets as well as those made directly from Nexstar’s assets, and it includes the participants’ share of the costs, which is funded by participant contributions.

The amounts in the table are actuarially determined and reflect Nexstar’s best estimate given its current knowledge including the impact of recent pension funding relief legislation.

Actual amounts could be materially different.

Pension Benefits

The following table presents the amounts Nexstar expects to contribute to its pension benefit plans (in millions).

These amounts include benefit payments made from plan assets, benefit payments made directly by Nexstar, and participants’ required contributions.

The estimates are actuarially determined and reflect Nexstar’s current assumptions, including the impact of recent pension funding relief legislation.

Actual contributions may differ materially from these estimates.

Expected Payments

Employer Contributions

1 unchanged sentence

Expected Benefit Payments

What changed 10-K

Item 9A. Controls and Procedures