NEXSTAR MEDIA GROUP, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Nexstar’s management, with the participation of its Chairman and Chief Executive Officer along with its Chief Financial Officer, conducted an evaluation as of the end of the period covered by this Annual Report of the effectiveness of the design and operation of Nexstar’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, Nexstar’s Chairman and Chief Executive Officer and its Chief Financial Officer concluded that as of December 31, 2025, Nexstar’s disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed in the reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to Nexstar’s management, including its Chairman and Chief Executive Officer and its Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting During the quarterly period as of the end of the period covered by this report, there have been no changes in Nexstar’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting Nexstar’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. 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. GAAP. Management assessed the effectiveness of our internal control over financial reporting as of 44 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. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025 as stated in their report which appears herein. Item 9B. Ot her Information (a) None. (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. Item 9C. Disclo sure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 45 PART III Item 10. Directors, Executive Officers and Corporate Governance 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: Name Age Nexstar Position Perry A. Sook 68 Chairman and Chief Executive Officer Michael Biard 57 President and Chief Operating Officer Lee Ann Gliha 51 Executive Vice President and Chief Financial Officer Andrew Alford 64 President, Broadcasting Sean Compton 52 President, Networks Dan Lanzano 40 President, National Advertising Sales Dana Zimmer 55 President, Distribution and Strategy Brett Jenkins 55 Executive Vice President and Chief Technology and Digital Officer Rachel Morgan 54 Executive Vice President and General Counsel Blake Russell 55 Executive Vice President, Operations Gary Weitman 69 Executive Vice President and Chief Communications Officer Scott Weaver 46 Executive Vice President, Government Relations Perry A. Sook has served as the Chairman and Chief Executive Officer of Nexstar since its inception in 1996. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Ms. 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. Ms. 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, 46 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. Mr. 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. Mr. 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. and CNN. Mr. 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. Ms. 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. Ms. 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. Mr. 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. Ms. 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. Ms. 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. Mr. 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. Mr. 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, 47 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. Mr. 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. Item 11. Executive Compensation Information required by this Item 11 will be set forth in and is incorporated herein by reference from the Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters Information required by this Item 12 will be set forth in and is incorporated herein by reference from the Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence Information required by this Item 13 will be set forth in and is incorporated herein by reference from the Proxy Statement. Item 14. Principal Accountant Fees and Services Information required by this Item 14 will be set forth in and is incorporated herein by reference from the Proxy Statement. 48 PART IV Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as part of this report: (1) Consolidated Financial Statements. The Consolidated Financial Statements of Nexstar Media Group, Inc. listed on the index on page F-1 have been included beginning on page F-4 of this Annual Report on Form 10-K. (2) Financial Statement Schedules . The schedule of Valuation and Qualifying Accounts appears in Note 18 to the Consolidated Financial Statements filed as part of this report. (3) Exhibits . The exhibits listed on the accompanying Index to Exhibits on this Annual Report on Form 10-K are filed, furnished or incorporated into this Annual Report on Form 10-K by reference, as applicable. Ite m 16. Form 10-K Summary Not applicable. 49 Exhibit Index Exhibit Incorporated by Reference Number Exhibit Description Form File No. Exhibit Filing Date 2.1 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. + 8-K 000-50478 2.1 August 19, 2025 3.1 Certificate of Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc. 8-K 000-50478 3.1 June 21, 2023 3.2 Second Amended and Restated Bylaws of Nexstar Media Group, Inc. 8-K 000-50478 3.1 January 30, 2023 4.1 Specimen Class A Common Stock Certificate. S-1/A 333-86994 4.1 November 18, 2003 4.2 Indenture, dated as of July 3, 2019, between Nexstar Escrow, Inc., as issuer, and Citibank, N.A., as trustee. 8-K 000-50478 4.1 July 3, 2019 4.3 Form of 5.625% Senior Note due 2027. 8-K 000-50478 4.1 July 3, 2019 4.4 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. 8-K 000-50478 4.3 September 20, 2019 4.5 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. 8-K 000-50478 4.3 November 22, 2019 4.6 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. 8-K 000-50478 4.1 September 25, 2020 4.7 Form of 4.750% Senior Notes due 2028. 8-K 000-50478 4.1 September 25, 2020 4.8 Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934.* 10.1 Stock Option Agreement, dated as of November 29, 2011, by and among Mission Broadcasting, Inc., Nancie J. Smith, Dennis Thatcher and Nexstar Broadcasting, Inc. 10-K 000-50478 10.44 March 15, 2012 10.2 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. 10-Q 000-50478 10.87 May 8, 2020 10.3 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. 10-K 000-50478 10.4 March 1, 2021 10.4 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. 8-K 000-50478 10.2 January 17, 2017 10.5 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. 8-K 000-50478 10.1 July 25, 2017 10.6 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. 8-K 000-50478 10.1 November 1, 2018 50 10.7 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. 8-K 000-50478 10.1 September 20, 2019 10.8 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. 8-K/A 000-50478 10.1 September 9, 2020 10.9 Amendment No. 5, dated as of June 21, 2022, 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. 10-Q 000-50478 10.1 August 5, 2022 10.10 Amendment No. 6 dated as of June 6, 2023, 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. 10-Q 000-50478 10.1 August 8, 2023 10.11 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. 8-K 000-50478 10.1 June 30, 2025 10.12 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. 10-K 333-62916-02 10.8 March 29, 2017 10.13 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. 8-K 333-62916-02 10.1 July 25, 2017 10.14 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. 8-K 333-62916-02 10.1 November 1, 2018 10.15 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. 8-K/A 000-50478 10.2 September 9, 2020 10.16 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. 8-K 000-50478 10.1 June 4, 2021 10.17 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. 8-K 000-50478 10.2 June 4, 2021 10.18 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. 10-Q 000-50478 10.2 August 5, 2022 10.19 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. 10-Q 000-50478 10.2 August 8, 2023 10.20 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. 8-K 000-50478 10.2 June 30, 2025 51 10.21 Amended Executive Employment Agreement, dated as of January 15, 2019 between Perry A. Sook and Nexstar Broadcasting, Inc. 8-K 000-50478 10.1 January 22, 2019 10.22 Amendment to Executive Employment Agreement, dated as of August 1, 2022 between Perry A. Sook and Nexstar Media Group, Inc. 8-K 000-50478 10.1 August 4, 2022 10.23 Amended Executive Employment Agreement between Perry A. Sook and Nexstar Media Group, Inc. 8-K 000-50478 10.1 October 30, 2025 10.24 Executive Employment Agreement, effective as of August 21, 2023, between Michael Biard and Nexstar Media Group, Inc. 8-K 000-50478 10.1 July 28, 2023 10.25 Executive Employment Agreement, dated July 26, 2021 between Lee Ann Gliha and Nexstar Media Group, Inc. 10-Q 000-50478 10.3 August 5, 2021 10.26 Amendment to Executive Employment Agreement, effective January 1, 2024, by and between Lee Ann Gliha and Nexstar Media Group, Inc. 8-K 000-50478 10.1 December 20, 2023 10.27 Executive Employment Agreement, effective as of September 19, 2023, between Dana Zimmer and Nexstar Media Group, Inc. 8-K 000-50478 10.2 July 17, 2023 10.28 Executive Employment Agreement, effective as of September 19, 2023, between Sean Compton and Nexstar Media Group, Inc. 8-K 000-50478 10.1 July 17, 2023 10.29 Amended and Restated Executive Employment Agreement, effective as of September 19, 2023 between Sean Compton and Nexstar Media Group, Inc. 10-Q 000-50478 10.3 November 8, 2023 10.30 Amendment to Executive Employment Agreement, dated as of May 2, 2025 between Sean Compton and Nexstar Media Group, Inc. 10-Q 000-50478 10.1 May 8, 2025 10.31 Nexstar Media Group, Inc. 2019 Long-Term Equity Incentive Plan. DEF14A 000-50478 April 26, 2019 10.32 Nexstar Media Group, Inc.’s Restricted Stock Unit Agreement Form. 10-Q 000-50478 10.88 May 8, 2020 14.1 Nexstar Media Group, Inc. Code of Ethics. 10-K 000-50478 14.1 March 31, 2004 19.1 Nexstar Media Group, Inc. Insider Trading and Anti-Hedging/Pledging Policy. 10-K 000-50478 19.1 February 27, 2025 21.1 Subsidiaries of the Registrant.* 23.1 Consent issued by PricewaterhouseCoopers LLP.* 31.1 Certification of Perry A. Sook pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Lee Ann Gliha pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Perry A. Sook pursuant to 18 U.S.C. ss. 1350.* 32.2 Certification of Lee Ann Gliha pursuant to 18 U.S.C. ss. 1350.* 97.1 Clawback Policy, Nexstar Media Group, Inc. 10-K 000-50478 97.1 February 28, 2024 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). + 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. 52 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEXSTAR MEDIA GROUP, INC. By: /s/ P ERRY A. S OOK Perry A. Sook Chairman and Chief Executive Officer By: /s/ L EE A NN G LIHA Lee Ann Gliha Chief Financial Officer (Principal Accounting and Financial Officer) Dated: February 26, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on February 26, 2026. Name Title /s/ P ERRY A. SOOK Chairman and Chief Executive Officer Perry A. Sook (Principal Executive Officer) /s/ LEE ANN GLIHA Chief Financial Officer Lee Ann Gliha (Principal Financial and Accounting Officer) /s/ GEOFF ARMSTRONG Director Geoff Armstrong /s/ BERNADETTE AULESTIA Director Bernadette Aulestia /s/ JAY M. GROSSMAN Director Jay M. Grossman /s/ ELLEN JOHNSON Director Ellen Johnson /s/ C. THOMAS MCMILLEN Director C. Thomas McMillen /s/ LISBETH MCNABB Director Lisbeth McNabb /s/ JOHN R. MUSE Director John R. Muse /s/ ROYCE A. WELLS Director Royce A. Wells 53 NEXSTAR MEDIA GROUP, INC. INDEX TO FINANC IAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 238 ) F- 2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 4 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 F- 5 Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 F- 6 Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Noncontrolling Interests for the years ended December 31, 2025, 2024 and 202 3 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F- 8 Notes to Consolidated Financial Statements Note 1: Organization and Business Operations F- 9 Note 2: Summary of Significant Accounting Policies F- 10 Note 3: Acquisitions F- 18 Note 4: Property and Equipment F- 18 Note 5: Intangible Assets and Goodwill F- 19 Note 6: Investments F- 20 Note 7: Accrued Expenses F- 22 Note 8: Debt F- 22 Note 9: Leases F- 25 Note 10: Retirement and Postretirement Plans F- 26 Note 11: Commitments and Contingencies F- 30 Note 12: Equity F- 32 Note 13: Stock-Based Compensation F- 33 Note 14: Income Taxes F- 34 Note 15: Income Per Share F- 36 Note 16: Fair Value Measurements F- 36 Note 17: Segment Data F- 37 Note 18: Valuation and Qualifying Accounts F- 39 Note 19: Subsequent Events F- 39 F- 1 Report of Independent Regist ered Public Accounting Firm To the Board of Directors and Stockholders of Nexstar Media Group, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Nexstar Media Group, Inc. 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). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s 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 generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. F- 2 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. 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. 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 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 Dallas, Texas February 26, 2026 We have served as the Company’s auditor since 1997. F- 3 NEXSTAR MEDIA GROUP, INC. CONSOLIDATED B ALANCE SHEETS (in millions, except for share and per share information) December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 280 $ 144 Accounts receivable, net of allowance for credit losses of $ 18 and $ 16 , respectively 1,075 1,028 Broadcast rights 61 84 Prepaid expenses and other current assets 57 41 Total current assets 1,473 1,297 Property and equipment, net 1,158 1,207 Goodwill 2,910 2,922 FCC licenses 2,949 2,929 Network affiliation agreements, net 1,305 1,494 Other intangible assets, net 282 353 Investments 396 877 Other noncurrent assets, net 373 389 Total assets (1) $ 10,846 $ 11,468 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERSʼ EQUITY Current liabilities: Current portion of debt $ 111 $ 124 Accounts payable 133 133 Broadcast rights payable 48 97 Accrued expenses 314 314 Operating lease liabilities 41 37 Other current liabilities 64 78 Total current liabilities 711 783 Debt 6,222 6,399 Deferred tax liabilities 1,354 1,487 Other noncurrent liabilities 497 531 Total liabilities (1) 8,784 9,200 Commitments and contingencies (Note 11) Redeemable noncontrolling interests (Note 2) 19 26 Stockholders’ equity: Preferred stock - $ 0.01 par value, 200,000 shares authorized; none issued and outstanding at each of December 31, 2025 and December 31, 2024 - - Common stock - $ 0.01 par value, 100,000,000 shares authorized; 47,282,823 shares issued, 30,327,669 shares outstanding as of December 31, 2025 and 47,282,823 shares issued, 30,621,241 shares outstanding as of December 31, 2024 - - Additional paid-in capital 1,331 1,304 Accumulated other comprehensive loss ( 15 ) ( 1 ) Retained earnings 3,537 3,671 Treasury stock - at cost; 16,955,154 and 16,661,582 shares as of December 31, 2025 and December 31, 2024, respectively ( 2,789 ) ( 2,717 ) Total Nexstar Media Group, Inc. stockholders’ equity 2,064 2,257 Noncontrolling interests ( 21 ) ( 15 ) Total stockholders’ equity 2,043 2,242 Total liabilities, redeemable noncontrolling interests and stockholdersʼ equity $ 10,846 $ 11,468 The accompanying Notes are an integral part of these Consolidated Financial Statements. (1) The consolidated total assets as of December 31, 2025 and 2024 include certain assets held by consolidated VIEs of $ 292 million and $ 297 million, respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2025 and 2024 include certain liabilities of consolidated VIEs of $ 139 million and $ 148 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information. F- 4 NEXSTAR MEDIA GROUP, INC. CONSOLIDATED STATEMENTS OF O PERATIONS (in millions, except for share and per share information) Years Ended December 31, 2025 2024 2023 Net revenue $ 4,949 $ 5,407 $ 4,933 Operating expenses (income): Direct operating, excluding depreciation and amortization 2,235 2,221 2,153 Selling, general and administrative, excluding depreciation and amortization 1,063 1,088 1,098 Amortization of broadcast rights 314 324 453 Depreciation and amortization of intangible assets 471 484 488 Goodwill and long-lived asset impairments 14 24 35 Other 3 ( 2 ) ( 2 ) Total operating expenses 4,100 4,139 4,225 Income from operations 849 1,268 708 Income from equity method investments, net (excluding impairment) 30 70 104 Impairment of an equity method investment ( 381 ) - - Interest expense, net ( 379 ) ( 444 ) ( 447 ) Pension and other postretirement plans credit, net 31 27 36 Gain on disposal of an investment - 40 - Other expenses, net - ( 2 ) - Income before income taxes 150 959 401 Income tax expense ( 67 ) ( 276 ) ( 131 ) Net income 83 683 270 Net loss attributable to noncontrolling interests 26 39 76 Net income attributable to Nexstar Media Group, Inc. $ 109 $ 722 $ 346 Net income per share available to common stockholders: Basic $ 3.04 $ 21.73 $ 9.78 Diluted $ 3.00 $ 21.41 $ 9.64 Weighted average number of common shares outstanding: Basic (in thousands) 30,349 32,311 35,317 Diluted (in thousands) 30,707 32,796 35,834 The accompanying Notes are an integral part of these Consolidated Financial Statements. F- 5 NEXSTAR MEDIA GROUP, INC. CONSOLIDATED STATEMENTS OF COMPRE HENSIVE INCOME (in millions) Years Ended December 31, 2025 2024 2023 Net income $ 83 $ 683 $ 270 Other comprehensive loss: Change in unrecognized amounts included in pension and other postretirement benefit obligations, net of tax benefit of $ 4 in 2025, $ 1 in 2024 and $ 9 in 2023 ( 14 ) ( 2 ) ( 26 ) Total comprehensive income 69 681 244 Total comprehensive loss attributable to noncontrolling interests 26 39 76 Total comprehensive income attributable to Nexstar Media Group, Inc. $ 95 $ 720 $ 320 The accompanying Notes are an integral part of these Consolidated Financial Statements. F- 6 NEXSTAR MEDIA GROUP, INC. CONSOLIDATED STATEMENTS OF CHA NGES IN STOCKHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS For the Three Years Ended December 31, 2025 (in millions, except for share and per share information) Accumulated Redeemable Additional Other Total Noncontrolling Common Stock Paid-In Retained Comprehensive Treasury Stock Noncontrolling Stockholdersʼ Interests Shares Amount Capital Earnings Income (Loss) Shares Amount interests Equity Balances as of December 31, 2022 $ - 47,282,823 $ - $ 1,288 $ 3,033 $ 27 ( 10,472,637 ) $ ( 1,607 ) $ 28 $ 2,769 Purchase of treasury stock - - - - - - ( 3,782,104 ) ( 611 ) - ( 611 ) Stock-based compensation expense - - - 60 - - - - - 60 Vesting of restricted stock units and exercise of stock options - - - ( 65 ) - - 572,844 45 - ( 20 ) Dividends declared on common stock ($ 5.40 per share) - - - - ( 191 ) - - - - ( 191 ) Contribution from noncontrolling interests - - - - - - - - 62 62 Change in pension and other postretirement benefit obligations, net of tax - - - - - ( 26 ) - - - ( 26 ) Net income (loss) - - - - 346 - - - ( 76 ) 270 Balances as of December 31, 2023 - 47,282,823 - 1,283 3,188 1 ( 13,681,897 ) ( 2,173 ) 14 2,313 Purchase of treasury stock - - - - - - ( 3,637,192 ) ( 606 ) - ( 606 ) Stock-based compensation expense - - - 78 - - - - - 78 Vesting of restricted stock units and exercise of stock options - - - ( 60 ) - - 657,507 62 - 2 Dividends declared on common stock ($ 6.76 per share) - - - - ( 219 ) - - - - ( 219 ) Adjustment to redeemable noncontrolling interests (Note 2) 27 - - - - - - - ( 27 ) ( 27 ) Contribution from noncontrolling interests - - - - - - - - 19 19 Accretion of redeemable noncontrolling interests 20 - - - ( 20 ) - - - - ( 20 ) Change in pension and other postretirement benefit obligations, net of tax - - - - - ( 2 ) - - - ( 2 ) Other ( 3 ) - - 3 - - - - - 3 Net income (loss) ( 18 ) - - - 722 - - - ( 21 ) 701 Balances as of December 31, 2024 26 47,282,823 - 1,304 3,671 ( 1 ) ( 16,661,582 ) ( 2,717 ) ( 15 ) 2,242 Purchase of treasury stock - - - - - - ( 753,162 ) ( 126 ) - ( 126 ) Stock-based compensation expense - - - 78 - - - - - 78 Vesting of restricted stock units and exercise of stock options - - - ( 55 ) - - 459,590 54 - ( 1 ) Dividends declared on common stock ($ 7.44 per share) - - - - ( 226 ) - - - - ( 226 ) Accretion of redeemable noncontrolling interests 17 - - - ( 17 ) - - - - ( 17 ) Change in pension and other postretirement benefit obligations, net of tax - - - - - ( 14 ) - - - ( 14 ) Other ( 4 ) - - 4 - - - - - 4 Net income (loss) ( 20 ) - - - 109 - - - ( 6 ) 103 Balances as of December 31, 2025 $ 19 47,282,823 $ - $ 1,331 $ 3,537 $ ( 15 ) ( 16,955,154 ) $ ( 2,789 ) $ ( 21 ) $ 2,043 The accompanying Notes are an integral part of these Consolidated Financial Statements. F- 7 NEXSTAR MEDIA GROUP, INC. CONSOLIDATED STATEME NTS OF CASH FLOWS (in millions) Years Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net income $ 83 $ 683 $ 270 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of broadcast rights 314 324 453 Depreciation and amortization of intangible assets 471 484 488 Goodwill and long-lived asset impairments 14 24 35 Stock-based compensation expense 78 78 60 Amortization of debt financing costs, debt discounts and premium 8 12 11 Gain on disposal of an investment - ( 40 ) - Deferred income taxes ( 129 ) ( 33 ) ( 77 ) Payments for broadcast rights ( 343 ) ( 325 ) ( 417 ) Income from equity method investments, net (excluding impairment) ( 30 ) ( 70 ) ( 104 ) Impairment of an equity method investment 381 - - Distribution from equity method investments—return on capital 137 154 270 Changes in operating assets and liabilities, net of acquisitions and dispositions: Accounts receivable ( 47 ) 68 ( 13 ) Prepaid expenses and other current assets ( 1 ) ( 1 ) ( 4 ) Other noncurrent assets 6 ( 10 ) ( 24 ) Accounts payable 4 ( 98 ) 32 Accrued expenses and other current liabilities - ( 26 ) 29 Income tax payable ( 14 ) 52 37 Other noncurrent liabilities ( 54 ) ( 36 ) ( 48 ) Other 13 10 1 Net cash provided by operating activities 891 1,250 999 Cash flows from investing activities: Purchases of property and equipment ( 148 ) ( 145 ) ( 149 ) Payments for acquisitions, net of cash acquired ( 22 ) - ( 38 ) Deposits received associated with the sale of real estate assets - - 10 Proceeds from disposal of an investment - 40 - Other investing activities, net ( 3 ) 3 4 Net cash used in investing activities ( 173 ) ( 102 ) ( 173 ) Cash flows from financing activities: Proceeds from debt issuance, net of debt discounts 3,393 55 20 Repayments of long-term debt ( 3,595 ) ( 382 ) ( 145 ) Purchase of treasury stock ( 125 ) ( 601 ) ( 605 ) Common stock dividends paid ( 226 ) ( 219 ) ( 191 ) Contribution from noncontrolling interests - 19 62 Payments for capitalized software obligations ( 20 ) ( 19 ) ( 19 ) Cash paid for shares withheld for taxes ( 1 ) ( 8 ) ( 24 ) Proceeds from exercise of stock options - 10 4 Other financing activities, net ( 8 ) ( 6 ) ( 1 ) Net cash used in financing activities ( 582 ) ( 1,151 ) ( 899 ) Net increase (decrease) in cash, cash equivalents and restricted cash 136 ( 3 ) ( 73 ) Cash, cash equivalents and restricted cash at beginning of period 144 147 220 Cash, cash equivalents and restricted cash at end of period $ 280 $ 144 $ 147 Supplemental information: Interest paid $ 372 $ 431 $ 437 Income taxes paid, net of refunds $ 208 $ 254 $ 169 Non-cash investing and financing activities: Purchases of property and equipment in accounts payable and accruals $ 3 $ 7 $ 13 Capitalized software in other current and noncurrent liabilities $ 24 $ 11 $ 29 Right-of-use assets obtained in exchange for operating lease obligations $ 52 $ 39 $ 54 The accompanying Notes are an integral part of these Consolidated Financial Statements. F- 8 NEXSTAR MEDIA GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1: Organization and Business Operations 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 its financial statements under authoritative guidance related to the consolidation of VIEs; and all references to “we,” “our,” “ours,” and “us” refer to Nexstar. Nexstar is a leading diversified media company with television broadcasting, television network and digital media assets operating in the United States. As of December 31, 2025 , we owned, operated, programmed or provided sales and other services to 201 full power television stations and one AM radio station, including those television stations owned by VIEs, in 116 markets in 40 states and the District of Columbia. The stations are affiliates of CBS, FOX, NBC, ABC, The CW, MyNetworkTV (“MNTV”), and other broadcast television networks. As of December 31, 2025 , Nexstar’s stations reached approximately 39 % of all U.S. television households (after applying the Federal Communications Commission’s (“FCC”) ultra-high frequency discount). Through various local service agreements, we provided sales, programming, and other services to 35 television stations owned by consolidated VIEs and two television stations owned by unconsolidated VIEs. 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. (“The CW”); NewsNation, a national cable news network; two digital multicast networks, Antenna TV and REWIND TV; multicast network services provided to third parties; and a 31.3 % ownership stake in Television Food Network, G.P. (“TV Food Network”). Our digital assets include 125 local websites and 229 mobile applications across local stations, NewsNation 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. F- 9 Note 2: Summary of Significant Accounting Policies Principles of Consolidation The Consolidated Financial Statements include the accounts of Nexstar, subsidiaries consolidated through voting interests and VIEs for which we are the primary beneficiary (See “Variable Interest Entities” section below). All intercompany account balances and transactions have been eliminated in consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature and interpretive guidance. Variable Interest Entities Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with that entity. The term local service agreement generally refers to a contract whereby the owner-operator of a television station contracts with a third party (typically another television station owner-operator) to provide it with administrative, sales and other services required for the operation of its station. 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 a station’s advertising time and retain a percentage of the related revenue, as described in the JSA. Consolidated VIEs Nexstar consolidates entities in which it is deemed under accounting principles generally accepted in the United States (“U.S. GAAP”) to have controlling financial interests for financial reporting purposes as a result of (i) local service agreements Nexstar has with the stations owned by these entities, (ii) Nexstar’s (excluding The CW) guarantee of the obligations incurred under Mission Broadcasting, Inc.’s (“Mission”) senior secured credit facility (see Note 8), (iii) Nexstar having power over significant activities affecting these VIEs’ economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (iv) purchase options granted by each consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of each of these VIEs’ stations, subject to FCC consent. The following table summarizes the various local service agreements Nexstar had in effect as of December 31, 2025 with its consolidated VIEs: Owner Service Agreements Full Power Stations Mission TBA WFXP, KHMT and KFQX SSA & JSA KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW, WVNY, WXXA, WLAJ, KMSS, KPEJ, KLJB, KASY, KWBQ and KRWB LMA WNAC and WPIX White Knight Broadcasting (“White Knight”) SSA & JSA WVLA and KFXK Vaughan Media, LLC (“Vaughan”) SSA & JSA WBDT, WYTV and KTKA LMA KNVA Nexstar’s ability to receive cash from the consolidated VIEs is governed by the local service agreements. Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash, after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, each VIE maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. As of December 31, the carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the VIEs which have been included in the Consolidated Balance Sheets were as follows (in millions): F- 10 2025 2024 Current assets: Cash and cash equivalents $ 5 $ 7 Accounts receivable, net 23 26 Prepaid expenses and other current assets 4 4 Total current assets 32 37 Property and equipment, net 48 52 Goodwill 151 151 FCC licenses 200 200 Network affiliation agreements, net 51 59 Other noncurrent assets, net 56 63 Total assets $ 538 $ 562 Current liabilities: Current portion of debt $ 3 $ 3 Other current liabilities 36 37 Total current liabilities 39 40 Debt 345 348 Deferred tax liabilities 41 41 Other noncurrent liabilities 64 72 Total liabilities $ 489 $ 501 As of December 31, the following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do not have recourse to the general credit of Nexstar (in millions): 2025 2024 Current assets $ 3 $ 3 Property and equipment, net 9 10 Goodwill 62 62 FCC licenses 200 200 Network affiliation agreements, net 16 19 Other noncurrent assets, net 2 3 Total assets $ 292 $ 297 Current liabilities $ 34 $ 35 Noncurrent liabilities 105 113 Total liabilities $ 139 $ 148 Non-Consolidated VIEs Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”) which continues through December 31, 2027. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market. During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the agreement. 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. Nexstar has also evaluated its arrangements with Cunningham and KAZT, L.L.C. and has determined that it is not the primary beneficiary of the variable interests because it does not have the ultimate power to direct the activities that most significantly impact the stations’ economic performance. Therefore, Nexstar has not consolidated WYZZ and KAZT-TV under authoritative guidance related to the consolidation of VIEs. There were no F- 11 significant transactions arising from Nexstar’s outsourcing agreement with Cunningham or TBA with KAZT, L.L.C. Neither Cunningham nor KAZT, L.L.C. guarantees Nexstar’s debt. Basis of Presentation Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net income or stockholders’ equity as previously reported. Use of Estimates The preparation of financial statements in conformity with U.S. 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, 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. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s consolidated financial statements in future periods. Such judgments and assumptions could result in a meaningful impact on the Company’s consolidated financial statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the Company’s consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents. Accounts Receivable and Allowance for Credit Losses The Company’s accounts receivable consist primarily of billings to its customers for advertising broadcast on its stations or placed on its websites, for retransmission consent or network carriage by cable or satellite operators, and for digital publishing and content management, digital video advertising, social media advertising and related services. Trade receivables normally have terms of 30 days and the Company has no interest provision for customer accounts that are past due. The Company maintains an allowance for estimated losses resulting from the inability of customers to make required payments. Management periodically evaluates the collectability of accounts receivable based on a combination of factors, including customer payment history, known customer circumstances, the overall aging of customer balances and trends. In circumstances where management is aware of a specific customer’s inability to meet its financial obligations, an allowance is recorded to reduce the receivable amount to an amount estimated to be collectable. Concentration of Credit Risk Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash deposits are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits; 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 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. Management believes that the allowance for credit losses is adequate, but if the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. The Company has not experienced significant losses related to receivables from individual customers or by geographical area. Property and Equipment, Net Property and equipment is stated at cost or at estimated fair value if acquired through a business combination. The cost and related accumulated depreciation applicable to assets sold or retired are removed from the accounts and the gain or loss on disposition is recognized. Major renewals and betterments are capitalized, and ordinary repairs and maintenance are charged to expense in the period incurred. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets (see Note 4 ). F- 12 Intangible Assets, Net Intangible assets consist primarily of goodwill, FCC licenses, network affiliation agreements, developed technology, brand value and customer relationships arising from acquisitions. The Company accounts for acquired businesses using the acquisition method of accounting, which requires that purchase prices, including any contingent consideration, are measured at acquisition date fair values. These purchase prices are allocated to the assets acquired and liabilities assumed at estimated fair values at the date of acquisition using various valuation techniques, including the income approach, such as discounted projected cash flows, and other income, market or cost approaches. The estimated fair value of an FCC license acquired in a business combination is calculated using a discounted projected cash flow model referred to as the Greenfield Method. The Greenfield Method attempts to isolate the income that is attributable to the license alone. This approach is based upon modeling a hypothetical start-up station and building it up to a normalized operation that, by design, lacks an affiliation with a network (commonly known as an independent station), lacks inherent goodwill and whose other assets have essentially been added as part of the build-up process. The Greenfield Method assumes annual cash flows over a projection period model. Inputs to this model include, but are not limited to, (i) a four-year build-up period for a start-up station to reach a normalized state of operations, (ii) television market long-term growth rate over a projection period, (iii) estimated market revenue share for a typical market participant without a network affiliation, (iv) estimated profit margins based on industry data, (v) capital expenditures based on the size of market and the type of station being constructed, (vi) estimated tax rates in the appropriate jurisdiction, and (vii) an estimated discount rate using a weighted average cost of capital analysis. The Greenfield Method also includes an estimated terminal value by discounting an estimated annual cash flow with an estimated long-term growth rate. The assumptions used in estimating the fair value of a network affiliation agreement acquired in a business combination are similar to those used in the valuation of an FCC license. The Greenfield Method is also utilized in the valuation of network affiliation agreements except that the estimated market revenue share, estimated profit margins, capital expenditures and other assumptions reflect a market participant premium based on the programming of a network affiliate relative to an independent station. This approach would result in an estimated collective fair value of the FCC license and a network affiliation agreement. The excess of the estimated fair value in this model over the estimated value of an FCC license of an independent station under the Greenfield Method represents the estimated fair value of a network affiliation agreement. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. 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. The Company’s goodwill and FCC licenses are considered to be indefinite-lived intangible assets. Subsequent to acquisition, these assets are not amortized but are tested for impairment annually in the Company’s fourth quarter, or more frequently if events or changes in circumstances indicate that such assets might be impaired. The use of an indefinite life for FCC licenses contemplates the Company’s historical ability to renew its licenses such that renewals generally may be obtained indefinitely and at little cost. Therefore, cash flows derived from the FCC licenses are expected to continue indefinitely. Network affiliation agreements are subject to amortization computed on a straight-line basis over the estimated useful life of 15 years . The 15-year life assumes affiliation contracts will be renewed upon expiration. Changes in the likelihood of renewal could require a change in the useful life of such assets and cause an acceleration of amortization. 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 one digital business reporting unit. The Company’s impairment review for FCC licenses is performed at the television station market level. The Company first assesses the qualitative factors to determine the likelihood of the goodwill and FCC licenses being impaired. The qualitative analysis includes, but is not limited to, assessing the changes in macroeconomic conditions, regulatory environment, industry and market conditions, and the financial performance versus budget of the reporting units, as well as any other events or circumstances specific to the reporting units or the FCC licenses. If it is more likely than not that the fair value of a reporting unit’s goodwill or a station’s FCC license is greater than its carrying amount, no further testing will be required. Otherwise, the Company will apply the quantitative impairment test method. F- 13 The quantitative impairment test for goodwill is performed by comparing the fair value of a reporting unit with its carrying amount. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the carrying amounts of FCC licenses with their fair values, using the Greenfield Method of discounted cash flow analysis. An impairment is recorded when the carrying value of an FCC license exceeds its fair value. Determining the fair value of reporting units and FCC licenses requires management to make judgments about assumptions and estimates that are highly subjective and that are based on unobservable inputs. The actual results may differ from these assumptions and estimates, and it is possible that such differences could have a material impact on the Company’s Consolidated Financial Statements. In addition to the various inputs (e.g. revenue growth, operating profit margins, capital expenditures, discount rates) used to calculate the fair value of reporting units, the Company evaluates the reasonableness of its assumptions by comparing the total fair value of all its reporting units to its total market capitalization and by comparing the fair values of its reporting units to recent market sale transactions. The Company tests definite-lived intangible assets and other long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable, relying on certain factors, including operating results, business plans, economic projections and anticipated future cash flows. The carrying value of a long-lived asset or asset group is considered impaired when the projected future undiscounted cash flows to be generated from the asset or asset group over its remaining life, or primary asset’s life, plus any proceeds from the eventual disposition are less than its carrying value. The Company measures impairment based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset or asset group. The fair value is determined primarily by using the projected future cash flows discounted at a rate commensurate with the risk involved as well as market valuations. Investments The Company accounts for investments in which it owns at least 20 % of an investee’s voting securities or has significant influence over an investee under the equity method of accounting. The Company records equity method investments at cost. For investments acquired in a business combination, the cost is the estimated fair value allocated to the investment. At acquisition date, the Company measures its estimated share of the differences between the estimated fair values and carrying values (the “basis difference”) of the investees’ tangible assets, amortizable intangible assets and goodwill had the fair value of the investments been allocated to the identifiable assets of the investees in accordance with ASC Topic 805, “Business Combinations.” The Company amortizes its share of the basis differences attributable to the investee’s tangible assets and amortizable intangible assets over the estimated useful life of each asset. The amounts initially recognized as investment are increased by cash contributions made to and decreased by cash distributions from the investee. The investment is also adjusted for the Company’s appropriate share of the net earnings or losses of the investee and its share in the amortization of basis differences attributable to the investee’s tangible assets and amortizable intangible assets. The Company’s share in earnings and losses of the investee, 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 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. Broadcast Rights and Broadcast Rights Payable The Company acquires licenses to broadcast programs from national program syndicators and from certain production companies. The Company records these contracts as an asset and a liability when the following criteria are met: (i) the license period has begun, (ii) the cost of each program is known or reasonably determinable, (iii) the program material has been accepted in accordance with the license agreement, and (iv) the program is produced and available for broadcast. Broadcast rights are initially recorded at the contract cost and are amortized on a straight-line basis over the period the programming airs. The current portion of broadcast rights represents those rights available for broadcast which will be amortized in the succeeding year. The Company F- 14 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. Such episodes are typically delivered within a few weeks of completion. The Company also acquired exclusive rights to broadcast various live sports games in exchange for rights fees paid over the season associated with the live sports games. The Company amortizes these programming rights as an expense over each season based upon contractually stated rates which align with the projected revenue over the contractual term. Amortization is evaluated periodically, based on revenue projections, and adjusted as necessary. Leases The Company determines if a contract is a lease at inception. We determine that a contract contains a lease if we obtain substantially all of the economic benefits of, and the right to direct the use of, an asset identified in the contract. For leases with terms greater than 12 months, we record right-of-use (“ROU”) asset and lease liability which are both measured at the present value of the future lease payments over the lease term. The lease payments exclude any executory costs as they are not significant. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, and specific characteristics unique to the particular lease that would make it reasonably certain that the Company would exercise such option. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate was used in determining the present value of future lease payments. The discount rate represents a risk-adjusted rate on a secured basis and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. ROU assets and lease liabilities arising from operating leases are included in other noncurrent assets, other current liabilities and other noncurrent liabilities in the accompanying Consolidated Balance Sheets. Lease expense for lease payments is recognized on a straight-line basis over the lease term. See Note 9 for additional disclosures on the Company’s leases. Pension plans and postretirement benefits A determination of the liabilities and cost of Nexstar’s pension and other postretirement plans requires the use of assumptions. The actuarial assumptions used in the pension and postretirement reporting are reviewed annually with independent actuaries and are compared with external benchmarks, historical trends and Nexstar’s own experience to determine that its assumptions are reasonable. The assumptions used in developing the required estimates include the following key factors: discount rates, expected return on plan assets, mortality rates, retirement rates and expected contributions. 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. Redeemable Noncontrolling Interests On September 30, 2022 , Nexstar acquired a 75.0 % ownership interest in The CW. 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 Nexstar’s 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 initial carrying value adjusted for the noncontrolling interests’ contributions and share in income and losses. F- 15 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 accretion is included in the calculation of earnings per share (see Note 15 ). Revenue Recognition The Company recognizes revenue when control of a promised service is transferred to a customer in exchange for an amount that reflects the consideration the Company expects to be entitled to receive. Total revenue includes distribution, advertising and other. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is generally determined based on the price charged to customers. The Company also determines whether gross or net presentation is appropriate based on its relationship in the applicable transaction with its ultimate customer. 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 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. These revenues are considered licenses of functional intellectual property and are recognized at the point in time the broadcast signal or cable network feed is delivered to the customers. The distributors report their subscriber numbers to the Company on a 30- to 60-day lag, which coincides with their payment of the fees due to the Company. Prior to receiving the report, the Company records revenue based on an estimated number of subscribers and the monthly amount the Company is entitled to receive per subscriber. Adjustments associated with the resolution of such estimates have, historically, been inconsequential. We also generate distribution revenues from fees paid by affiliates of The CW and from programmers who use our spectrum in selected local markets to air their content on our multicast streams, which are recognized as network programming and spectrum capacity, respectively, are delivered to customers. Advertising Revenues —Advertising revenue primarily results from (i) the sale of commercial airtime to local, regional and national businesses, political candidates and other political advertisers by our stations and networks and (ii) digital advertising through the sale of advertising spots on our owned or third-party websites, and through mobile and over-the-top (“OTT”) applications and other digital advertising solutions. For the sale of commercial airtime, the contracts are short-term in nature and the performance obligation is identified at the contract level as it represents a promise to deliver an agreed number of spots, an agreed price per spot and other specifications. Each performance obligation is satisfied over time as the advertiser receives and consumes benefits when its commercial is aired. For digital advertising, the contracts are short-term and the performance obligation is a promise to place an advertisement on our owned or third-party platforms over an agreed period of time or based on impressions. Advertising revenue is recognized for the amount the Company is entitled to receive, when the performance obligation is satisfied over time. Revenue from other digital businesses includes a consumer product reviews platform, which is recognized upon performance of services and applies the right to invoice practical expedient where the invoice amount corresponds directly with the value to its customers. See Note 17 for disaggregated revenue information. The Company does not disclose the value of unsatisfied performance obligations on its contracts with customers because they are either (i) contracts with an original expected term of one year or less, (ii) contracts for which the sales- or usage-based royalty exception was applied, or (iii) contracts for which revenue is recognized in proportion to the amount the Company has the right to invoice for services performed. Stock-Based Compensation 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. The fair value of PSUs with a market condition is determined using a Monte Carlo simulation model and is expensed over the required employee service period. Compensation expense for these PSUs is not adjusted for the actual number of shares issued based on the outcome of the market condition for completed performance periods. The fair value of PSUs with internal performance conditions is based on the market price of the shares on the date of grant and is expensed based on the probable outcome of internal performance metrics and subsequently adjusted to reflect the actual shares issued based on the outcome of the performance metrics for completed performance periods. There were no stock options granted 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 F- 16 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. Advertising Expense Advertising costs, including costs to promote our brands, are expensed as incurred. During the years ended December 31, 2025, 2024 and 2023 , the Company’s advertising and promotion costs were $ 38 million, $ 48 million, and $ 71 million, respectively. Debt Financing Costs Debt financing costs represent direct costs incurred to obtain long-term financing and are amortized to interest expense over the term of the related debt using the effective interest method. Previously capitalized debt financing costs are expensed and included in loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt. Debt financing costs related to term loans and senior unsecured notes are combined with debt discounts and presented as a direct deduction from the carrying amount of debt. Debt financing costs related to revolving credit facilities are included in other noncurrent assets. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. A valuation allowance is applied against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Nexstar files a consolidated federal income tax return. Mission, White Knight and 54 Broadcasting, Inc. (a subsidiary of Vaughan and owner of station KNVA) file their own separate federal income tax returns. The CW and Vaughan are disregarded entities for tax purposes and do not incur tax within the consolidated financial statements. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. The Company recognizes interest and penalties relating to income taxes within income tax expense. Comprehensive Income The Company’s comprehensive income consists of net income and unrecognized actuarial gains and losses on its pension and postretirement liabilities, net of income tax adjustments. Income Per Share Net income attributable to Nexstar Media Group, Inc. 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. Diluted income per share is computed using the weighted-average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock method. 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. Segment Presentation 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 operating segments that are nonreportable, the management of certain real estate assets and corporate function. See Notes 5 and 17 for additional segment information. Recent Accounting Pronouncements New Accounting Standards Adopted 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). F- 17 New Accounting Standards Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). 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. 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. Note 3: Acquisition 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, 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. The total purchase price of these acquisitions was $ 38 million, including working capital adjustments. 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. Note 4: Property and Equipment Property and equipment consisted of the following, as of December 31 ($ in millions): Estimated useful life, in years 2025 2024 Buildings and improvements 39 $ 464 $ 430 Land N/A 249 249 Leasehold improvements term of lease 144 140 Studio and transmission equipment 5 - 15 1,135 1,115 Computer equipment 3 - 5 119 154 Furniture and fixtures 7 34 33 Vehicles 5 68 67 Construction in progress N/A 39 37 2,252 2,225 Less: accumulated depreciation and amortization ( 1,094 ) ( 1,018 ) Property and equipment, net $ 1,158 $ 1,207 F- 18 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. Note 5: 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 (in millions): Reportable Broadcast Segment Other Segments Total Accumulated Accumulated Accumulated Goodwill Gross Impairment Net Gross Impairment Net Gross Impairment Net Balances as of December 31, 2024 $ 2,920 $ ( 43 ) $ 2,877 $ 225 $ ( 180 ) $ 45 $ 3,145 $ ( 223 ) $ 2,922 Current year acquisition (Note 3) 2 - 2 - - - 2 - 2 Impairment loss - - - - ( 14 ) ( 14 ) - ( 14 ) ( 14 ) Balances as of December 31, 2025 $ 2,922 $ ( 43 ) $ 2,879 $ 225 $ ( 194 ) $ 31 $ 3,147 $ ( 237 ) $ 2,910 FCC Licenses Accumulated Indefinite-lived Intangible Assets Gross Impairment Net Balances as of December 31, 2024 $ 2,977 $ ( 48 ) $ 2,929 Current year acquisition (Note 3) 20 - 20 Balances as of December 31, 2025 $ 2,997 $ ( 48 ) $ 2,949 Network Affiliation Agreements Other Definite-Lived Intangible Assets Total Accumulated Accumulated Accumulated Amortization Amortization Amortization Definite-Lived Intangible Assets Gross and Impairment Net Gross and Impairment Net Gross and Impairment Net Balances as of December 31, 2024 $ 3,125 $ ( 1,631 ) $ 1,494 $ 1,115 $ ( 762 ) $ 353 $ 4,240 $ ( 2,393 ) $ 1,847 Balances as of December 31, 2025 $ 3,125 $ ( 1,820 ) $ 1,305 $ 1,157 $ ( 875 ) $ 282 $ 4,282 $ ( 2,695 ) $ 1,587 The estimated useful lives of network affiliation agreements and other definite-lived intangible assets are 15 years and one to 20 years, respectively. The decrease in definite-lived intangible assets was primarily due to amortization. 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): 2026 $ 283 2027 267 2028 242 2029 222 2030 178 Thereafter 395 $ 1,587 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 F- 19 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 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. Note 6: Investments Investments in the Company’s Consolidated Balance Sheets as of December 31 consisted of the following (in millions): 2025 2024 Equity method investments $ 390 $ 873 Other equity investments 6 4 Total investments $ 396 $ 877 Equity Method Investments — Investment in TV Food Network Nexstar’s equity method investments primarily include its 31.3 % ownership stake in TV Food Network which was acquired upon Nexstar’s acquisition of Tribune Media Company (“Tribune”) on September 19, 2019. Nexstar’s partner in TV Food Network is Warner Bros. Discovery, Inc. (“WBD”), which owns a 68.7 % interest in TV Food Network and operates the network on behalf of the partnership. TV Food Network operates two 24-hour television networks, Food Network and Cooking Channel, offering quality television, video, internet and mobile entertainment and information focusing on food and entertaining. The partnership agreement governing TV Food Network provides that the partnership shall, unless certain actions are taken by the partners, dissolve and commence winding up and liquidating TV Food Network upon the first to occur of certain enumerated liquidating events, one of which is a specified date of December 31, 2026. Nexstar intends to renew its partnership agreement with WBD for TV Food Network before expiration. In the event of a liquidation, Nexstar would be entitled to its proportionate share of distributions to partners, which the partnership agreement provides would occur as promptly as is consistent with obtaining fair market value for the assets of TV Food Network. The partnership agreement also provides that the partnership may be continued or reconstituted in certain circumstances. 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, 2025 2024 2023 Cash distributions received $ 137 $ 154 $ 270 Recognized share in TV Food Networkʼs net income 102 144 177 Recorded amortization of basis difference (expense) ( 69 ) ( 69 ) ( 69 ) Impairment loss ( 381 ) - - F- 20 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, 2025 2024 2023 Net revenue $ 810 $ 1,017 $ 1,124 Costs and expenses 491 553 571 Income from operations 319 464 554 Net income 325 465 565 Net income attributable to Nexstar Media Group, Inc. 102 144 177 As of December 31 2025 2024 Current assets $ 270 $ 365 Noncurrent assets 426 472 Current liabilities 69 96 Noncurrent liabilities - - Other Equity Investments In February 2024, Nexstar received $ 40 million in cash proceeds, and recorded a gain on disposal of an investment for the same amount, in connection with Broadcast Music Inc.’s (“BMI”) sale to New Mountain Capital. F- 21 Note 7: Accrued Expenses Accrued expenses consisted of the following, as of December 31 (in millions): 2025 2024 Compensation and related taxes $ 99 $ 91 Interest payable 55 56 Network affiliation fees 77 77 Other 83 90 $ 314 $ 314 Note 8: Debt Long-term debt consisted of the following, as of December 31 ($ in millions): 2025 2024 Nexstar Revolving loans, due June 2030 $ 144 $ - Term Loan A, due June 2030 1,857 - Term Loan A, due June 2027 - 2,121 Term Loan B, due June 2032 1,297 - Term Loan B, due September 2026 - 1,358 5.625 % Notes, due July 2027 1,714 1,714 4.75 % Notes, due November 2028 1,000 1,000 Mission Revolving loans, due June 2030 62 - Revolving loans, due June 2027 - 62 Term Loan B, due June 2028 287 290 Total outstanding principal 6,361 6,545 Less: unamortized financing costs and discount – Nexstar Term Loan A, due June 2030 ( 5 ) - Less: unamortized financing costs and discount – Nexstar Term Loan A, due June 2027 - ( 4 ) Less: unamortized financing costs and discount – Nexstar Term Loan B, due June 2032 ( 19 ) - Less: unamortized financing costs and discount – Nexstar Term Loan B, due September 2026 - ( 14 ) Add: unamortized premium, net of financing costs – Nexstar 5.625% Notes, due July 2027 1 2 Less: unamortized financing costs and discount – Nexstar 4.75% Notes, due November 2028 ( 4 ) ( 5 ) Less: unamortized financing costs and discount – Mission Term Loan B, due June 2028 ( 1 ) ( 1 ) Total outstanding debt 6,333 6,523 Less: current portion ( 111 ) ( 124 ) Long-term debt, net of current portion $ 6,222 $ 6,399 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, 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 F- 22 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. Interest is payable periodically based on the type of interest rate selected. As of December 31, the interest rates of the outstanding loans under the senior secured credit facilities were: • 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 On July 3, 2019, Nexstar completed the sale and issuance of $ 1.120 billion 5.625 % senior unsecured notes due 2027 (the “5.625% Notes, due July 2027”) at par. On November 22, 2019, Nexstar completed the issuance and sale of $ 665 million aggregate principal amount of additional 5.625 % Notes, due July 2027. These additional notes were issued at a price of 104.875 %. 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”). Interest on the 5.625% Notes, due July 2027 is payable semiannually in arrears on January 15 and July 15 of each year. The 5.625% Notes, due July 2027 are guaranteed by Nexstar, Mission and certain of Nexstar’s and Mission’s existing and future restricted subsidiaries, subject to certain customary release provisions. The 5.625% Notes, due July 2027 are senior unsecured obligations of Nexstar and the guarantors, rank equal in right of payment with our and the guarantors’ existing and future senior indebtedness, including Nexstar’s 4.75% Notes, due November 2028, its term loans and its revolving credit facilities, but are effectively junior to our and the guarantors’ secured debt, including the term loans and revolving credit facilities, to the extent of the value of the assets securing such debt. At any time on or after July 15, 2022, Nexstar may redeem the 5.625% Notes, due July 2027, in whole or in part, at the redemption prices set forth in the 5.625% Indenture due 2027 plus accrued and unpaid interest to the redemption date. 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 F- 23 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. Generally, if an event of default occurs, the trustee or holders of at least 25 % in principal amount of the then outstanding 5.625% Notes, due July 2027 may declare the principal of and accrued but unpaid interest, including additional interest, on all the 5.625% Notes, due July 2027 to be due and payable. 4.75% Notes, due November 2028 On September 25, 2020, Nexstar completed the sale and issuance of $ 1.0 billion 4.75 % senior unsecured notes due 2028 (“4.75% Notes, due November 2028”) at par. The 4.75% Notes, due November 2028 were issued under an indenture dated as of September 25, 2020 (“4.75% Notes, due November 2028 Indenture”). Interest on the 4.75% Notes, due November 2028 is payable semiannually in arrears on May 1 and November 1 of each year. The 4.75% Notes, due November 2028 are guaranteed by Nexstar, Mission and certain of Nexstar’s and Mission’s existing and future restricted subsidiaries, subject to certain customary release provisions. The 4.75% Notes, due November 2028 are senior unsecured obligations of Nexstar and the guarantors, rank equal in right of payment with our and the guarantors’ existing and future senior indebtedness, including Nexstar’s 5.625% Notes, due July 2027, its term loans and its revolving credit facilities, but are effectively junior to our and the guarantors’ secured debt, including the term loans and revolving credit facilities, to the extent of the value of the assets securing such debt. At any time on or after November 1, 2023, Nexstar may redeem the 4.75% Notes, due November 2028, in whole or in part, at the redemption prices set forth in the 4.75% Notes, due November 2028 Indenture. Upon the occurrence of a change in control (as defined in the 4.75% Notes, due November 2028 Indenture), each holder of the 4.75% Notes, due November 2028 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, but excluding, the date of repurchase. The 4.75% Notes, due November 2028 Indenture contains covenants that limit, among other things, Nexstar’s and the guarantors’ 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) transfer or sell assets, (5) create liens, (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) guarantee certain indebtedness and (8) engage in transactions with affiliates. The 4.75% Notes, due November 2028 Indenture 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. Generally, if an event of default occurs and is continuing, the trustee or holders of at least 25 % in principal amount of the then outstanding 4.75% Notes, due November 2028 may declare the principal of, premium, and accrued but unpaid interest, including additional interest, on all the 4.75% Notes, due November 2028 to be due and payable. Upon such a declaration , such principal, premium and accrued and unpaid interest will be due and payable immediately. Unused Commitments and Borrowing Availability 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. As of December 31, 2025, the Company was in compliance with its financial covenants. Collateralization and Guarantees of Debt The Company’s credit facilities described above are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, the other assets of consolidated VIEs unavailable to creditors of Nexstar (see Note 2) and the assets of The CW. Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility in the event of Mission’s default. Mission is a guarantor of Nexstar’s senior secured credit facility, Nexstar’s 5.625 % Notes, due July 2027 and Nexstar’s 4.75 % Notes, due November 2028. F- 24 In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements, which expire on various dates between 2026 and 2034, are freely exercisable or assignable by Nexstar without consent or approval by Mission. The Company expects these option agreements to be renewed upon expiration. Debt Covenants The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. Pursuant to the Nexstar credit agreement, this covenant ratio at Nexstar’s election will increase to 4.75 :1.00 with respect to the last day of the fiscal quarter during which a Material Transaction (as defined therein) shall have been consummated and the last day of each of the immediately following three consecutive fiscal quarters; provided that no more than two such elections will be made over the life of the facility. 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. Debt Maturities The scheduled principal maturities of the Company’s debt as of December 31, 2025 are summarized as follows (in millions): 2026 $ 111 2027 1,825 2028 1,390 2029 108 2030 1,695 Thereafter 1,232 $ 6,361 Note 9: Leases The Company as a Lessee 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 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): Balance Sheet Classification 2025 2024 Operating leases Operating lease right-of-use assets, net Other noncurrent assets, net $ 265 $ 276 Current operating lease liabilities Operating lease liabilities $ 41 $ 37 Noncurrent operating lease liabilities Other noncurrent liabilities $ 242 $ 253 Weighted Average Remaining Lease Term of Operating leases 7.9 years 8 years Weighted Average Discount Rate of Operating leases 4.7 % 4.9 % 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. 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. 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. F- 25 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. Future minimum lease payments under non-cancellable leases as of December 31, 2025 were as follows (in millions): Operating Leases 2026 $ 53 2027 48 2028 45 2029 41 2030 38 Thereafter 120 Total future minimum lease payments 345 Less: imputed interest ( 62 ) Total $ 283 Note 10: Retirement and Postretirement Plans 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 pension benefit obligations, plan assets and funded status, along with the related amounts that are recognized in the Consolidated Balance Sheets (in millions): 2025 2024 Change in benefit obligations Benefit obligations at beginning of period $ 1,586 $ 1,708 Service cost 1 1 Interest cost 78 77 Actuarial (gain) loss 46 ( 70 ) ESOP transfer 3 4 Benefit payments ( 135 ) ( 134 ) Benefit obligations at end of period $ 1,579 $ 1,586 Change in plan assets Fair value of plan assets at beginning of period $ 1,400 $ 1,496 Actual return on plan assets 138 29 Employer contributions 19 5 ESOP transfer 3 4 Benefit payments ( 135 ) ( 134 ) Fair value of plan assets at end of period $ 1,425 $ 1,400 Amounts recognized in Consolidated Balance Sheets Current liabilities $ ( 4 ) $ ( 4 ) Noncurrent liabilities ( 150 ) ( 182 ) Funded status $ ( 154 ) $ ( 186 ) F- 26 Nexstar’s pension benefit plans were underfunded as of December 31 with accumulated benefit obligations exceeding the fair value of plan assets. Information for the underfunded pension benefit plans is as follows (in millions): 2025 2024 Benefit obligations $ 1,579 $ 1,586 Accumulated benefit obligations 1,579 1,586 Fair value of plan assets 1,425 1,400 The pension plans’ benefit obligations were determined using the following assumption: 2025 2024 2023 Discount rate 5.13 % 5.45 % 4.78 % - 4.79 % 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 following tables provide the components of net periodic benefit cost (credit) for the pension benefit plans for the years ended December 31 (in millions): 2025 2024 2023 Service cost $ 1 $ 1 $ 1 Interest cost 78 77 83 Expected return on plan assets ( 103 ) ( 100 ) ( 112 ) Amortization of net gain ( 6 ) ( 5 ) ( 8 ) Net periodic benefit cost (credit) $ ( 30 ) $ ( 27 ) $ ( 36 ) 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: 2025 2024 2023 Discount rate 5.44 % 4.78 % 4.98 % - 4.99 % Expected return on plan assets 5.82 % - 6.59 % 5.26 % - 6.05 % 5.53 % - 6.38 % Cash balance interest crediting rate 4.60 % - 4.65 % 4.00 % - 4.25 % 3.50 % - 3.75 % The reasonableness of the expected return on the funded retirement plan assets was assessed with the assistance of an investment consultant, but all assumptions were reviewed by management. 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. 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): 2025 2024 Net actuarial loss $ ( 22 ) $ ( 5 ) Prior service cost ( 2 ) ( 2 ) Amounts in accumulated other comprehensive income $ ( 24 ) $ ( 7 ) 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: F- 27 Asset Allocation Percentage of Plan Assets at Year End Asset category: 2026 2025 Equity securities 20 % - 40 % 33 % Fixed income securities 60 % - 80 % 62 % Opportunistic - 5 % Total 100 % As the plan sponsor of the funded retirement plans, Nexstar’s investment strategy is to achieve a rate of return on the plans’ assets that, over the long term, will fund the plans’ benefit payments and will provide for other required amounts in a manner that satisfies all fiduciary responsibilities. A determinant of the plans’ returns is the asset allocation policy. The investment policies for plan assets provide ranges for the plans’ long-term asset mix, as follows: • For plan assets with a total fair value of $ 1.2 billion as of December 31, 2025, the investment policy ranges are 8 %- 28 % U.S. equity, 0 %- 16 % non-U.S. equity, 0 %- 13 % emerging market equity, 0 %- 17 % global equity, 0 %- 17 % opportunistic sub-asset classes, 50 %- 70 % fixed income and 0 %- 5 % cash. • For plan assets with a total fair value of $ 266 million as of December 31, 2025, the investment policy ranges are 0 %- 18 % U.S. equity, 0 %- 12 % non-U.S. equity, 0 %- 11 % emerging market equity, 0 %- 15 % global low volatility equity, 0 %- 14 % opportunistic sub-asset classes, 70 %- 90 % fixed income and 0 %- 10 % cash. Nexstar also reviews the plans’ overall asset allocation to determine the proper balance of securities by market capitalization, value or growth, U.S., international or global or the addition of other asset classes. The investment policies are reviewed frequently and administered by an investment consultant. Periodically, Nexstar evaluates each investment with the investment consultant to determine if the overall portfolio has performed satisfactorily when compared to the defined objectives, similarly invested portfolios and specific market indices. Investments in Common Collective Trust Funds do not have any unfunded commitments and do not have any applicable liquidation periods or defined terms and periods to be held. The portfolios offer daily liquidity; however, they request 5 business days’ notice for both withdrawals and redemptions. Strategies of the Common Collective Trust Funds by major category are as follows: • Equity Common Collective Trusts are primarily invested in funds seeking investment results that correspond to the total return performance of their respective benchmarks in both the U.S. and international markets. Equity securities are invested broadly in U.S. and non-U.S. companies and are diversified across countries, currencies, market capitalizations and investment styles. These securities use the S&P 500 (U.S. large cap), Russell 2000 (U.S. small cap), Russell 2500 (U.S. mid cap) and MSCI All Country World Index ex-U.S. (non-U.S.) as their benchmarks. • Fixed Income Common Collective Trusts are primarily invested in funds with an investment objective to provide investment returns through fixed-income and commingled investment vehicles that seek to outperform their respective benchmarks. 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) and U.S. Bond Indexes as their benchmarks. • Real Estate and Real Asset Common Collective Trusts seek to achieve high current return and long-term capital growth by investing in equity securities of real estate investment trusts that seek to outperform their respective benchmarks. Other investments include investments in real estate funds, emerging market debt, high yield bonds, commodity index funds, floating rate debt, and inflation-protected bonds. These investments use the National Council of Real Estate Investment Fiduciaries Property Index or the FTSE NAREIT All Equity REIT Index (real estate), JPM EMBI Global Core Index (emerging market debt), Barclays U.S. 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, 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): F- 28 Pension Plan Assets as of December 31, 2025 Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 217 $ - $ - $ 217 Common collective trusts - 11 - 11 Pooled separate account - 6 - 6 Total pension plan assets measured at fair value $ 217 $ 17 $ - 234 Pension plan assets measured at NAV as a practical expedient 1,185 Pension plan assets measured at contract value: Insurance contracts 6 Total pension plan assets $ 1,425 Pension Plan Assets as of December 31, 2024 Level 1 Level 2 Level 3 Total Pension plan assets measured at fair value: Registered investment companies $ 218 $ - $ - $ 218 Common collective trusts - 7 - 7 Other 2 - - 2 Pooled separate account - 6 - 6 Total pension plan assets measured at fair value $ 220 $ 13 $ - 233 Pension plan assets measured at NAV as a practical expedient 1,161 Pension plan assets measured at contract value: Insurance contracts 6 Total pension plan assets $ 1,400 Registered investment companies are valued at exchange listed prices for exchange traded registered investment companies, which are classified in Level 1 of the fair value hierarchy. Common/collective trusts are valued on the basis of the relative interest of each participating investor in the fair value of the underlying assets of each of the respective common/collective trusts. Common/collective trusts contain underlying assets valued based on pricing from observable market information in a non-active market and are classified in Level 2 of the fair value hierarchy. Certain common/collective trusts, investment companies and real estate that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. 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 (“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. The PSA is valued daily based on the market value of the underlying net assets in the separate account. 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. 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 2026 to participant benefits $ 34 Expected Benefit Payments 2026 $ 148 2027 145 2028 143 2029 140 2030 136 2031-2035 614 F- 29 Other Postretirement Benefit Plans Nexstar maintains additional other postretirement benefit plans (“OPEB”), including retiree medical savings account programs that reimburse eligible retirees for certain medical expenses, as well as unfunded plans that provide specific health and life insurance benefits to certain retired employees. As of December 31, 2025 and 2024, the total benefit obligations associated with these plans were $ 16 million and $ 17 million, respectively. There were no significant transactions related to these plans during the years ended December 31, 2025, 2024 and 2023. Defined Contribution Plans The Company has established retirement savings plans under Section 401(k) of the Internal Revenue Code (the “401(k) Plans”). The 401(k) Plans cover substantially all Company employees who meet the minimum age and service requirements and allow participants to defer a portion of their annual compensation on a pre-tax basis. Employer contributions to the 401(k) Plans may be made at the discretion of management of the Company. During the years ended December 31, 2025, 2024 and 2023 , Nexstar contributed $ 19 million, $ 20 million and $ 18 million, respectively, to the 401(k) Plans. Note 11: Commitments and Contingencies Programming Commitments The Company has contractual programming commitments for which no asset or liability has been recorded. Future minimum payments from these contracts, excluding intercompany transactions, are as follows as of December 31, 2025 (in millions): 2026 $ 899 2027 318 2028 167 2029 160 2030 139 Thereafter 131 $ 1,814 Merger Agreement with TEGNA On August 18, 2025 , Nexstar entered into the Merger Agreement with TEGNA. The transaction is anticipated to close by the second half of 2026, subject to the satisfaction of certain customary conditions, including receipt of regulatory approvals. The agreement contains certain termination rights for both parties, including termination fees under certain circumstances. Nexstar also received committed financing from a group of commercial banks to fund the Merger with TEGNA and related transactions. See Note 1 for additional information on the termination fees and financing commitment. Guarantee of Mission Debt Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility. In the event that Mission is unable to repay amounts due, Nexstar will be obligated to repay such amounts. The maximum potential amount of future payments that Nexstar would be required to make under this guarantee would be generally limited to the outstanding principal amounts. As of December 31, 2025 , Mission had a maximum commitment of $ 362 million under the Mission credit agreement, of which $ 349 million principal balance of debt was outstanding. Indemnification Obligations In connection with certain agreements that the Company enters into in the normal course of its business, including local service agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements under which the Company agrees to indemnify a third party to such arrangement from losses, claims and damages incurred by the indemnified party for certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss clauses, and the maximum potential amount of future payments the Company could be required to make under these indemnification arrangements may be unlimited. Historically, payments made related to these indemnifications have been insignificant, and the Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements. F- 30 Collective Bargaining Agreements As of December 31, 2025 , certain technical, production and news employees at 22 of the Company’s stations are covered by collective bargaining agreements. The Company believes that employee relations are satisfactory and has not experienced any work stoppages at any of its stations. However, there can be no assurance that the collective bargaining agreements will be renewed in the future or that the Company will not experience a prolonged labor dispute, which could have a material adverse effect on its business, financial condition, or results of operations. Litigation From time to time, the Company is involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, the Company believes the resulting liabilities would not have a material adverse effect on its financial condition or results of operations. Local TV Advertising Antitrust Litigation —On March 16, 2018, a group of companies including Nexstar and Tribune (the “Defendants”) received a Civil Investigative Demand from the Antitrust Division of the Department of Justice (“DOJ”) regarding an investigation into the exchange of certain information related to the pacing of sales related to the same period in the prior year among broadcast stations in some local markets in alleged violation of federal antitrust law. Without admitting any wrongdoing, some Defendants, including Tribune, entered into a proposed consent decree (referred to herein as the “consent decree”) with the DOJ on November 6, 2018. Without admitting any wrongdoing, Nexstar agreed to settle the matter with the DOJ on December 5, 2018. The consent decree was entered in final form by the U.S. District Court for the District of Columbia on May 22, 2019. The consent decree, which settles claims by the government of alleged violations of federal antitrust laws in connection with the alleged information sharing, does not include any financial penalty. Pursuant to the consent decree, Nexstar and Tribune agreed not to exchange certain non-public information with other stations operating in the same market except in certain cases, and to implement certain antitrust compliance measures and monitor and report on compliance with the consent decree. Starting in July 2018, a series of plaintiffs filed putative class action lawsuits against the Defendants and others alleging that they coordinated their pricing of television advertising, thereby harming a proposed class of all buyers of television advertising time from one or more of the Defendants since at least January 1, 2014. The plaintiff in each lawsuit seeks injunctive relief and money damages caused by the alleged antitrust violations. On October 9, 2018, these cases were consolidated in a multi-district litigation in the District Court for the Northern District of Illinois captioned In Re: Local TV Advertising Antitrust Litigation, No. 1:18-cv-06785 (“MDL Litigation”). On January 23, 2019, the Court in the MDL Litigation appointed plaintiffs’ lead and liaison counsel. The MDL Litigation is ongoing. The Plaintiffs’ Consolidated Complaint was filed on April 3, 2019 ; the Defendants filed a Motion to Dismiss on September 5, 2019. Before the Court ruled on that motion, the Plaintiffs filed their Second Amended Consolidated Complaint on September 9, 2019 . This complaint added additional defendants and allegations. The Defendants filed a Motion to Dismiss and Strike on October 8, 2019. The Court denied that motion on November 6, 2020. On March 16, 2022 , the Plaintiffs filed their Third Amended Complaint. The Third Amended Complaint adds two additional plaintiffs and an additional defendant but does not make material changes to the allegations. The parties are in the discovery phase of litigation. On January 23, 2026, the Court entered a scheduling order setting trial on November 1, 2027. Nexstar and Tribune deny all allegations against them and will defend their advertising practices. Tribune Related Contingencies In connection with Nexstar’s acquisition of Tribune on September 19, 2019, Nexstar assumed contingencies from certain legal proceedings, as follows: Chicago Cubs Transactions —On August 21, 2009, Tribune and Chicago Entertainment Ventures, LLC (f/k/a Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), among other parties, entered into an agreement (the “Cubs Formation Agreement”) governing the contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC. The transactions contemplated by the Cubs Formation Agreement and the related agreements thereto (the “Chicago Cubs Transactions”) closed on October 27, 2009. As a result of these transactions, Northside Entertainment Holdings LLC (f/k/a Ricketts Acquisition LLC) owned 95 % and Tribune owned 5 % of the membership interests in CEV LLC. The fair market value of the contributed assets exceeded the tax basis and did not result in an immediate taxable gain as the transaction was structured to comply with the partnership provisions of the Internal Revenue Code and related regulations. On June 28, 2016, the Internal Revenue Service (“IRS”) issued Tribune a Notice of Deficiency which presented the IRS’s position that the gain with respect to the Chicago Cubs Transactions should have been included in Tribune’s 2009 taxable income. Accordingly, the IRS proposed a $ 182 million tax and a $ 73 million gross valuation misstatement penalty. During the third quarter of 2016, Tribune filed a petition in U.S. Tax Court to contest the IRS’s determination. After-tax interest on the aforementioned F- 31 proposed tax and penalty through December 31, 2025 would be approximately $ 271 million. In addition, if the IRS prevails in its position, under the tax rules for determining tax basis upon emergence from bankruptcy, the Company would be required to reduce its tax basis in certain assets. The reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs LLC debt which was included in the reported tax basis previously determined upon emergence from bankruptcy and subject to Tribune’s 2014 and 2015 federal income tax audits (described below). On September 19, 2019, Tribune became a wholly owned subsidiary of Nexstar following Nexstar’s acquisition of Tribune. Nexstar disagrees with the IRS’s position that the Chicago Cubs Transactions generated taxable gain in 2009, the proposed penalty and the IRS’s calculation of the gain. If the IRS prevails in its position, the gain on the Chicago Cubs Transactions would be deemed to be taxable in 2009. Nexstar estimates that the federal and state income taxes would be approximately $ 225 million before interest and penalties. Any tax, interest and penalty due will be offset by tax payments made relating to this transaction subsequent to 2009. Tribune made approximately $ 154 million of tax payments prior to its merger with Nexstar. A bench trial in the U.S. Tax Court took place between October 28, 2019 and November 8, 2019, and closing arguments took place on December 11, 2019. The Tax Court issued a separate opinion on January 6, 2020 holding that the IRS satisfied the procedural requirements for the imposition of the gross valuation misstatement penalty. The judge deferred any litigation of the penalty until a final determination was reached by the Tax Court or Court of Appeals. On October 26, 2021, the Tax Court issued an opinion related to the Chicago Cubs Transactions, which held that Tribune’s structure was, in substantial part, in compliance with partnership provisions of the Code and, as a result, did not trigger the entire 2009 taxable gain proposed by the IRS. On October 19, 2022, the Tax Court entered the decision that there is no tax deficiency or penalty due in the 2009 tax year. On January 13, 2023, the IRS filed a notice of appeal to the U.S. Court of Appeals for the Seventh Circuit. On February 3, 2023, the Company filed a notice of cross-appeal. On February 15, 2024, the case was argued before the U.S. Court of Appeals for the Seventh Circuit. The Company expects a ruling from the Court of Appeals in the first half of 2026. As of December 31, 2025, Nexstar believes the tax impact of applying the Tax Court opinion to 2009 and its impact on subsequent tax years is not material to the Company’s accounting for uncertain tax positions or to its Consolidated Financial Statements. Although management believes its estimates and judgments are reasonable, the timing and ultimate resolution are unpredictable and could materially change. Revenue Agent’s Report on Tribune’s 2014 to 2015 Federal Income Tax Audits — Prior to Nexstar’s acquisition of Tribune in September 2019, Tribune was undergoing federal income tax audits for taxable years 2014 and 2015. In the third quarter of 2020, the IRS completed its audits of Tribune and issued a Revenue Agent’s Report which disallows the reporting of certain assets and liabilities related to Tribune’s emergence from Chapter 11 bankruptcy on December 31, 2012. Nexstar disagrees with the IRS’s proposed adjustments to the tax basis of certain assets and the related taxable income impact, and Nexstar is contesting the adjustments through the IRS administrative appeal procedures. If the IRS prevails in its position and after taking into account the impact of the Tax Court opinion, Nexstar would be required to reduce its tax basis in certain assets resulting in a $ 17 million increase in its federal and state taxes payable and a $ 69 million increase in deferred income tax liability as of December 31, 2025. In accordance with ASC Topic 740, the Company has reflected $ 11 million for certain contested issues in its liability for uncertain tax positions at December 31, 2025 and December 31, 2024. Regulatory Matters On March 21, 2024, the FCC issued a Notice of Apparent Liability for Forfeiture (“NAL”) to Nexstar and to Mission, a consolidated VIE, for alleged violations of the Communications Act of 1934, including the Telecommunications Act of 1996 (the “Communications Act”) and FCC rules relating to Mission television station WPIX, New York, New York. The NAL alleges that Nexstar and Mission engaged in an unauthorized transfer of control of WPIX and that Nexstar violated the national television ownership limit by acquiring undisclosed attributable interests in the station. The NAL proposes forfeitures to Nexstar and Mission for the alleged violations and additionally requires that within 12 months of a forfeiture order or payment of the forfeitures, either (i) Mission divest WPIX to an “unrelated third party” or (ii) Mission sell WPIX to Nexstar, with Nexstar divesting a sufficient number of other stations to reduce its national reach below the FCC national ownership limit. Nexstar and Mission have filed responses vigorously disputing the NAL. Nexstar is unable to reasonably estimate the possible financial statement impact, if any, relating to the NAL. Note 12: Equity The holders of common stock are entitled to one vote per share. The common stockholders are entitled to receive cash dividends, subject to the rights of holders of any series of preferred stock, on an equal per share basis. Nexstar’s senior secured credit facility provides limits on the amount of dividends the Company may pay to stockholders during the term of Nexstar’s credit agreement. F- 32 Nexstar’s board of directors has authorized a stock repurchase program under which Nexstar may repurchase shares of its common stock from time to time in open market transactions, block trades or privately negotiated transactions, including through Rules 10b5-1 and 10b-18 plans. The program has no minimum number of shares that Nexstar is required to purchase, has no expiration date and may be modified, suspended or terminated at any time. As of December 31, 2025, $ 1.4 billion remained available for repurchases under the authorization. Note 13: Stock-Based Compensation Stock-Based Compensation Expense The Company recognized stock-based compensation expense of $ 78 million, $ 78 million and $ 60 million during the years ended December 31, 2025, 2024 and 2023, respectively, all attributable to RSUs and PSUs. As of December 31, 2025 , there was $ 95 million of total unrecognized compensation cost related to RSUs and PSUs, which is expected to be recognized over a weighted-average period of 1.9 years. Stock-Based Compensation Plans As of December 31, 2025 , Nexstar’s 2019 Long-Term Equity Incentive Plan, approved by Nexstar’s majority stockholders on June 5, 2019 (the “2019 Plan”), provides for the granting of stock options, stock appreciation rights, RSUs and PSUs to directors, employees or consultants of Nexstar. The 2019 Plan authorizes the issuance of up to 3,100,000 shares of Nexstar’s common stock. As of December 31, 2025 , 664,860 shares remained available for future grants under the 2019 Plan. Stock Options For the years ended December 31, 2024 and 2023, the aggregate intrinsic value of options exercised, on their respective exercise dates, was $ 28 million and $ 10 million, respectively. There were no stock options granted during the periods covered in these financial statements and all outstanding awards were exercised as of December 31, 2024. Time-Based Restricted Stock Units The RSUs vest over a range of one to four years from the date of the award subject to the continued employment of the grantee as of each vesting date. Unvested RSUs are generally forfeited immediately upon the employee’s termination for any reason other than change of control. The following table summarizes activity and information related to RSUs for the year ended December 31, 2025: Weighted-Average Unvested Grant-Date Shares Fair Value Per Share Unvested as of December 31, 2024 839,739 $ 149.48 Awarded 329,589 $ 162.87 Vested ( 339,934 ) $ 151.87 Forfeited/cancelled ( 81,724 ) $ 151.25 Unvested as of December 31, 2025 747,670 $ 154.10 Performance-Based Restricted Stock Units The PSUs vest over a range of two to four years from the date of the award subject to the continued service of the grantee as of each vesting date and the achievement of specific performance metrics. For PSU awards with a market condition, the number of shares to be issued upon vesting is based on the total shareholder return of Nexstar’s common stock measured against a defined peer group over a designated measurement period. Certain other PSU awards are based on the achievement of established internal operating goals. Unvested PSUs are generally forfeited immediately upon the employee’s termination for any reason other than change of control or when the required metric was not achieved. The following table summarizes activity and information related to PSUs for the year ended December 31, 2025: Weighted-Average Unvested Grant-Date Shares Fair Value Per Share Unvested as of December 31, 2024 201,486 $ 188.40 Awarded 125,926 $ 221.01 Vested ( 124,785 ) $ 201.85 Unvested as of December 31, 2025 202,627 $ 200.39 F- 33 Note 14: Income Taxes The income tax expense (benefit) consisted of the following components for the years ended December 31 (in millions): 2025 2024 2023 Current tax expense: Federal $ 160 $ 246 $ 170 State 36 63 37 196 309 207 Deferred tax benefit: Federal ( 98 ) ( 28 ) ( 60 ) State ( 31 ) ( 5 ) ( 16 ) ( 129 ) ( 33 ) ( 76 ) Income tax expense $ 67 $ 276 $ 131 The following is a reconciliation of the federal statutory income tax rate to income tax expense for the years ended December 31 (in millions): 2025 2024 2023 US federal statutory tax rate $ 32 21.0 % $ 201 21.0 % $ 84 21.0 % State and local income taxes, net of federal income tax effect (1) 7 4.7 % 43 4.5 % 18 4.5 % Changes in valuation allowances 6 4.0 % 1 0.1 % 10 2.5 % Nontaxable or nondeductible items Compensation 11 7.3 % 12 1.3 % 8 2.0 % Meals and entertainment 3 2.0 % 3 0.3 % 3 0.7 % Noncontrolling interest 4 2.7 % 7 0.7 % 14 3.5 % Goodwill impairment 3 2.0 % 5 0.5 % - - Others 1 1.0 % 4 0.4 % ( 6 ) ( 1.5 %) Income tax expense $ 67 44.7 % $ 276 28.8 % $ 131 32.7 % (1) State and local taxes income taxes in California, Louisiana, and Pennsylvania made up the majority (greater than 50 percent) of this category in 2025; California, Florida, Illinois, Indiana, New Jersey, New York, New York City, and Pennsylvania made up the majority in 2024; California, Illinois, Louisiana, New York, and Pennsylvania made up the majority in 2023. The following is a summary of cash income taxes paid (net of refunds) for the years ended December 31 (in millions): 2025 2024 2023 Income taxes paid, net of refunds: Federal $ 176 $ 205 $ 144 State and local 32 49 25 Income taxes paid, net of refunds $ 208 $ 254 $ 169 F- 34 The components of the net deferred tax asset (liability) were as follows, as of December 31 (in millions): 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 33 $ 34 Compensation 6 6 Rent 68 69 Pension 44 53 Other 46 44 Total deferred tax assets 197 206 Valuation allowance for deferred tax assets ( 57 ) ( 52 ) Total deferred tax assets 140 154 Deferred tax liabilities: Property and equipment ( 170 ) ( 178 ) Other intangible assets ( 299 ) ( 357 ) Goodwill ( 183 ) ( 158 ) FCC licenses ( 692 ) ( 678 ) Rent ( 64 ) ( 68 ) Investments ( 42 ) ( 160 ) Other ( 44 ) ( 42 ) Total deferred tax liabilities ( 1,494 ) ( 1,641 ) Net deferred tax liabilities $ ( 1,354 ) $ ( 1,487 ) As of December 31, 2025 , the Company’s reserve for uncertain tax positions totaled approximately $ 26 million. For the years ended December 31, 2025, 2024 and 2023 there were $ 26 million, $ 27 million and $ 27 million of gross unrecognized tax benefits, respectively, that would reduce the effective tax rate if the underlying tax positions were sustained or settled favorably. The Company has not recorded any tax reserves related to the Chicago Cubs Transactions as further described in Note 11. A reconciliation of the beginning and ending balances of the gross liability for uncertain tax positions is as follows (in millions): 2025 2024 2023 Uncertain tax position liability at the beginning of the year $ 27 $ 27 $ 28 Increases related to current year positions - 1 - Decreases related to settlements with taxing authorities ( 1 ) - - Decreases related to expiration of statute of limitations - ( 1 ) ( 1 ) Uncertain tax position liability at the end of the year $ 26 $ 27 $ 27 The Company’s liability for unrecognized tax benefits totaled $ 26 million and $ 27 million at December 31, 2025 and 2024 , respectively. If all of the unrecognized tax benefits at those dates had been recognized, there would have been a favorable $ 26 million and $ 27 million impact on the Company’s reported income tax expense in 2025 and 2024, respectively. As allowed by ASC Topic 740, the Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense in the accompanying Consolidated Statements of Operations. The Company’s accrued interest and penalties related to uncertain tax positions were $ 13 million, $ 12 million and $ 9 million for the years ended December 31, 2025, 2024 and 2023, respectively. Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are unpredictable and could result in tax liabilities that are significantly higher or lower than those which have been provided by the Company. There can be no assurance that the outcomes from any tax examinations will not have a significant impact on the amount of such liabilities, which could have an impact on the operating results or financial position of the Company. F- 35 The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Tribune acquired entities are currently undergoing federal audits for tax periods including 2014–2015 and 2018–2019. Protective claims for refund have been filed for 2013, 2016 and 2017 to keep the periods open for specific issues relating to the potential Cubs resolution. Nexstar is subject to U.S. federal tax examinations for years after 2020. The Company currently has various state income tax returns in the process of examination or administrative appeal. Additionally, any net operating loss carry-forwards (“NOLs”) that were generated in prior years and utilized in the current year or future years may also be subject to examination by the Internal Revenue Service. Generally, the Company is subject to state tax examination for years after 2018 and any NOLs that were generated in prior years and utilized in the current year or future years may also be subject to examination. The Company has gross federal and state income tax NOL carryforwards of $ 124 million and $ 132 million, respectively, which are available to reduce future taxable income if utilized before their expiration. A valuation allowance has been recorded against $ 118 million of federal NOLs and $ 78 million of state NOLs attributable to one of the consolidated VIEs. Federal NOLs generated prior to 2018 will expire through 2037 if not utilized. Federal NOLs generated after 2017 carry forward indefinitely. State NOLs will expire through 2045 if not utilized. Section 382 of the Internal Revenue Code of 1986, as amended, generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone significant changes in stock ownership. Ownership changes are evaluated as they occur and could limit the ability to use NOLs. As of December 31, 2025, the Company does not expect any NOLs to expire as a result of Section 382 limitations. The ability to use NOLs is also dependent upon the Company’s ability to generate taxable income. The NOLs could expire before the Company generates sufficient taxable income. To the extent the Company’s use of NOLs is significantly limited, the Company’s income could be subject to corporate income tax earlier than it would if it were able to use NOLs, which could have a negative effect on the Company’s financial results and operations. On July 4, 2025, H.R.1, also known as the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which includes significant changes to federal tax law and other regulatory provisions that are applicable to the Company in 2025. The provisions of the OBBA did not materially impact the annual effective rate in 2025, but did impact the split between current taxes payable and deferred taxes. Note 15: Income Per Share Income per share (basic and diluted) available to common stockholders for the years ended December 31 are presented below ($ in millions, except per share amounts, and shares in thousands): 2025 2024 2023 Net income attributable to Nexstar Media Group, Inc. $ 109 $ 722 $ 346 Accretion of redeemable noncontrolling interests (1) ( 17 ) ( 20 ) - Net income available to common stockholders $ 92 $ 702 $ 346 Weighted average shares outstanding – basic 30,349 32,311 35,317 Dilutive effect of equity incentive plan instruments 358 485 517 Weighted average shares outstanding – diluted 30,707 32,796 35,834 Net income per share available to common stockholders – basic $ 3.04 $ 21.73 $ 9.78 Net income per share available to common stockholders – diluted $ 3.00 $ 21.41 $ 9.64 (1) As discussed in Note 2, we adjusted our accounting for redeemable noncontrolling interests. The accretion for the year ended December 31, 2024 included an out-of-period adjustment of $ 7 million which reduced each of basic and diluted earnings per share by $ 0.20 . The Company had outstanding restricted stock units to acquire 38,000 , 20,000 and 69,000 weighted average shares of common stock for the years ended December 31, 2025, 2024 and 2023 , respectively, the effects of which are excluded from the calculation of dilutive income per share, as their inclusion would have been anti-dilutive for the periods presented. Note 16: Fair Value Measurements The Company measures and records in its Consolidated Financial Statements certain assets and liabilities at fair value. ASC Topic 820, “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). This hierarchy consists of the following three levels: F- 36 • Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market. • Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets; or valuation models whose inputs are observable or unobservable but corroborated by market data. • Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable inputs that are significant to the overall fair value measurement. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to their short term nature. The Company’s long-lived assets, indefinite-lived intangible assets and goodwill, and investments accounted for using the equity method are not measured at fair value on a recurring basis but are subject to fair value adjustments in specific circumstances, such as when indicators of impairment are present. The resulting fair value measurements of these assets are considered Level 3 in the fair value hierarchy. Refer to Notes 5 and 6 for additional information. The fair value hierarchy of assets associated with pension benefit plans are disclosed in Note 10. Certain plan assets measured using NAV as a practical expedient are excluded from the fair value hierarchy. As of December 31, the estimated fair values and carrying amounts of the Company’s long-term debt which are not measured at fair value on a recurring basis but for which fair value disclosures are required under ASC 820 were as follows ($ in millions): 2025 2024 Carrying Fair Carrying Fair Amount Value Amount Value Nexstar Revolving loans due June 2030 $ 144 $ 139 (1) $ - $ - Term Loan A, due June 2030 1,852 1,820 (2) - - Term Loan A, due June 2027 - - 2,117 2,093 (3) Term Loan B, due June 2032 1,278 1,302 (2) - - Term Loan B, due September 2026 - - 1,344 1,362 (3) 5.625 % Notes, due July 2027 1,715 1,712 (2) 1,716 1,667 (2) 4.75 % Notes, due November 2028 996 990 (2) 995 930 (2) Mission Revolving loans due June 2030 62 61 (1) - - Revolving loans due June 2027 - - 62 61 (3) Term Loan B, due June 2028 286 288 (2) 289 290 (3) (1) The fair value is based on the bid price provided by a third-party investment banking firm and is classified as Level 3 in the fair value hierarchy as the debt is not traded (unobservable in the market) . (2) The fair value is based on the bid price provided by a third-party investment banking firm and is classified as Level 2 in the fair value hierarchy as the bid price is quoted in a major market news service and the investment banking firm stands ready to trade (observable in the market). (3) The fair value was estimated based on available borrowing rates for bank loans with similar terms and average maturities. The fair value measurement was considered Level 3, as significant inputs to the fair value calculation were unobservable in the market. Note 17: Segment Data The Company’s reportable broadcast segment includes (i) television stations and related local websites that Nexstar owns, operates, programs or provides sales and other services to in various markets across the United States, (ii) NewsNation, a national cable news network, (iii) two owned and operated multicast networks and other multicast network services, and (iv) WGN-AM, a Chicago radio station. The other operating segments are nonreportable and include (i) The CW and (ii) digital businesses focused on the national marketplace. Intersegment transactions are eliminated in consolidation. The remaining activities of the Company are corporate functions and the management of certain real estate assets. The Company’s segment structure reflects the financial information and reports used by its Chief Operating Decision Maker (“CODM”) to assess operating performance, allocate resources and make decisions regarding current operating and financial focus. The Company’s CODM is the Chairman and Chief Executive Officer . F- 37 The CODM evaluates the performance of the Company’s operating segments based on net revenue and segment profit (loss). Segment profit (loss) includes net revenue, programming and related expenses, selling, general and administrative expenses attributable to the segments, and amortization of broadcast rights. Segment profit (loss) excludes unallocated corporate revenue and expenses, depreciation of property and equipment and amortization of intangible assets, impairment charges, transaction and other one-time expenses, gain on disposal of assets and business divestitures and non-operating income statement items. The following table sets forth a breakdown of selected financial information for our reportable Broadcast segment and a reconciliation of that segment’s profit to income from operations (in millions): Years Ended December 31, 2025 2024 2023 Reportable Broadcast Segment: Net revenue $ 4,657 $ 5,134 $ 4,611 Programming and related expenses (1) ( 2,200 ) ( 2,182 ) ( 2,086 ) Selling, general and administrative expenses (1) ( 734 ) ( 775 ) ( 771 ) Amortization of broadcast rights (1) ( 60 ) ( 64 ) ( 77 ) Reportable Broadcast segment's profit 1,663 2,113 1,677 Other segmentsʼ loss, net ( 87 ) ( 130 ) ( 253 ) Corporate (unallocated) ( 192 ) ( 197 ) ( 180 ) Depreciation and amortization expense (2) ( 471 ) ( 484 ) ( 488 ) Goodwill and long-lived assets impairment ( 14 ) ( 24 ) ( 35 ) Transaction and other one-time expenses ( 47 ) - - Restructuring costs - ( 12 ) ( 15 ) Miscellaneous ( 3 ) 2 2 Income from operations $ 849 $ 1,268 $ 708 (1) The expenses included in the measure of our reportable Broadcast segment’s profit are as follows: • Programming and related expenses – primarily include fees incurred under network affiliation agreements and operating costs to produce and air local news. • Selling, general and administrative expenses – primarily include (i) salaries, benefits and payroll taxes, commissions, professional fees, travel and software license fees incurred by sales teams and (ii) salaries, benefits and payroll taxes, group insurance and office rental costs incurred in managing the segment’s business units. • Amortization of broadcast rights – the amortization of license fees for acquired programs from national program syndicators and certain production companies. (2) Includes depreciation of property and equipment and amortization of intangible assets. Excludes amortization of broadcast rights. The following tables present the disaggregation of the Company’s revenue by source (in millions). Year Ended December 31, 2025 Reportable Broadcast Segment Other Segments Corporate (unallocated) Eliminations (1) Consolidated Distribution $ 2,863 $ 118 $ - $ ( 57 ) $ 2,924 Advertising 1,752 207 - - 1,959 Other 42 21 10 ( 7 ) 66 Total net revenue $ 4,657 $ 346 $ 10 $ ( 64 ) $ 4,949 Year Ended December 31, 2024 Reportable Broadcast Segment Other Segments Corporate (unallocated) Eliminations (1) Consolidated Distribution $ 2,869 $ 106 $ - $ ( 47 ) $ 2,928 Advertising 2,223 192 - - 2,415 Other 42 19 10 ( 7 ) 64 Total net revenue $ 5,134 $ 317 $ 10 $ ( 54 ) $ 5,407 F- 38 Year Ended December 31, 2023 Reportable Broadcast Segment Other Segments Corporate (unallocated) Eliminations (1) Consolidated Distribution $ 2,674 $ 73 $ 1 $ ( 21 ) $ 2,727 Advertising 1,894 227 - - 2,121 Other 43 39 9 ( 6 ) 85 Total net revenue $ 4,611 $ 339 $ 10 $ ( 27 ) $ 4,933 (1) The elimination of distribution revenue represents intersegment revenue generated by Other segments for services provided to the Broadcast segment. Our primary sources of revenue include: (i) distribution, comprised primarily of retransmission revenue, carriage fees, affiliation fees and spectrum leasing revenue and (ii) advertising, comprised of non-political and political advertising. Distribution revenue, our largest category of revenue, primarily results from compensation from cable, satellite and other MVPDs and vMVPDs in return for our consent to the retransmission of the signals of our television stations and the carriage of NewsNation, typically based on the number of subscribers the MVPDs and vMVPDs have. We also generate distribution revenues from affiliation fees paid by affiliates of The CW and from programmers who use our spectrum in selected local markets to air their content on our multicast streams. Distribution revenue is recognized at the point in time the broadcast signal or cable network feed is delivered to the distributors in the case of retransmission and carriage fee revenue or, in the case of affiliation fees and spectrum leasing revenue, as network programming and spectrum capacity are delivered to our affiliates and customers. Advertising revenue primarily results from the sale to local, regional and national businesses, political candidates and other political advertisers of commercial airtime by our stations and networks and the sale of advertising on our owned or third-party websites, and through mobile and OTT applications and other digital advertising solutions. Advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. Advertising revenue is generally higher during even-numbered years when congressional and/or presidential elections occur and advertising is aired during the Olympic Games. Advertising revenue is recognized at the time the advertisement airs or is delivered on our websites or mobile or OTT applications or the advertising solution is delivered. The Company primarily derives its revenues from advertising and from distribution of its stations’ signals and its networks. During the years ended December 31, 2025, 2024 and 2023 , revenues from two of the Company’s customers from these sources exceeded 10% of the Company’s consolidated net revenues. The first customer represented approximately 13 %, 12 % and 12 % of the Company’s consolidated net revenues in 2025, 2024 and 2023 , respectively. The second customer represented 13 %, 12 % and 14 % of the Company’s consolidated net revenues in 2025, 2024 and 2023, respectively. Assets by reportable segment are not reported because it is not used by the CODM to allocate resources or evaluate segment performance. For disclosure of goodwill by segment, see Note 5 . Note 18: Valuation and Qualifying Accounts Allowance for credit losses rollforward (in millions): Additions Balance at Charged to Balance at Beginning Costs and End of of Period Expenses Deductions (1) Period Year Ended December 31, 2025 $ 16 $ 9 $ ( 7 ) 18 Year Ended December 31, 2024 20 8 ( 12 ) 16 Year Ended December 31, 2023 18 12 ( 10 ) 20 (1) Uncollectible accounts written off, net of recoveries. Note 19: Subsequent Events On January 30, 2026 , Nexstar’s board of directors declared a quarterly cash dividend of $ 1.86 per share on its outstanding common stock. The dividend is payable on February 27, 2026 to stockholders of record on February 13, 2026 . F- 39