Nexstar Media Group, Inc 8-K, filed Nov 5, 2026

Nexstar Media Group, Inc. (NXST)

8-K 2026-11-05 For: 2026-11-05

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Added on November 05, 2026

About this 8-K

Nexstar Media Group, Inc filed this 8-K on November 5, 2026.

Items reported

Item 2.02: Financial results
Item 9.01: Financial statements and exhibits

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Delaware	000-50478	23-3083125
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

545 E. John Carpenter Freeway Suite 700
Irving, Texas		75062
(Address of Principal Executive Offices)		(Zip Code)


	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	NXST	NASDAQ Global Select Market


Exhibit No.	Description
99.1	Press Release of Nexstar Media Group, Inc. dated November 5, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).


			NEXSTAR MEDIA GROUP, INC.

Date:	November 5, 2026	By:	/s/ Lee Ann Gliha
		Name:	Lee Ann Gliha
		Title:	Chief Financial Officer (Principal Financial Officer)

Nexstar Media Group, Inc 8-K, filed Nov 5, 2026

About this 8-K

Items reported

FORM 8-K

Item 9.01 Financial Statements and Exhibits.


	STATEMENT FROM PERRY A. SOOK, FOUNDER, CHAIRMAN AND CEO

“Nexstar delivered the highest quarterly net revenue in the Company’s history, reflecting the acquisition of TEGNA, Inc. and strong distribution and advertising revenue performance, including all-time high third-quarter political advertising revenue. The CW set a network record with its most-watched sports broadcast ever, as August’s New Mexico State – Florida State football game outperformed three of the major broadcast networks in primetime among Adults 25–54. NewsNation continues its momentum, growing total day viewership 9% year-over-year for the third quarter. Our strong operating performance for the first nine months of the year generated $1.1 billion in Adjusted Free Cash Flow, enabling us to reduce debt by $786 million and return $171 million to shareholders through dividends, while also funding ongoing investments in local news and sports programming. Looking ahead, we will continue to execute our playbook to drive long-term shareholder value while enhancing the programming, products and services that make Nexstar a leading choice for audiences and advertisers and an essential partner to networks and distributors.”


2026 Third Quarter Financial Summary
($ in millions)		Three Months Ended September 30,			Nine Months Ended September 30,
		2026	2025	% Change	2026	2025	% Change
Distribution		$1,091	$709	53.9	$3,044	$2,204	38.1
Advertising		1,023	476	114.9	2,433	1,410	72.6
Other		19	13	46.2	45	46	(2.2)
Net Revenue		$2,133	$1,198	78.0	$5,522	$3,660	50.9

Net Income		$250	$65	284.6	$523	$253	106.7
% Margin(1)		11.7%	5.4%	6.3	9.5%	6.9%	2.6

Adjusted EBITDA(2)		$756	$358	111.2	$1,860	$1,128	64.9
% Margin(1)		35.4%	29.9%	5.5	33.7%	30.8%	2.9

Net Cash Provided by Operating Activities		$680	$117	481.2	$1,267	$701	80.7

Adjusted Free Cash Flow(2)		$443	$166	166.9	$1,101	$615	79.0


		(1) Net Income margin is Net Income as a percentage of Net Revenue. Adjusted EBITDA margin is Adjusted EBITDA as a percentage of Net Revenue. (2) Please refer to the “Definitions and Disclosures Regarding Non-GAAP Financial Information” section herein and the reconciliations at the end of this press release.


($ in millions, shares in thousands)	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
Cash Used For
Debt repayment	$350	$25	$786	$157
Acquisitions	-	-	3,657	22
Stockholder return	58	56	171	294
Common stock dividends	58	56	171	169
Stock repurchases	-	-	-	125
Shares Outstanding
End of period	30,818	30,324	30,818	30,324
Less: Beginning of period	30,806	30,315	30,328	30,621
Change in shares outstanding	12	9	490	(297)
% Change	0.0%	0.0%	1.6%	(1.0%)


($ in millions)	September 30, 2026	December 31, 2025
Cash on Hand	$446	$280
Secured Credit Facilities	$4,849	$3,622
Secured Notes	3,797	-
Unsecured Notes	2,763	2,711
Total Debt	$11,409	$6,333


Investor Contacts:	Media Contact:
Lee Ann Gliha EVP and Chief Financial Officer Nexstar Media Group, Inc. 972/373-8800	Gary Weitman EVP and Chief Communications Officer Nexstar Media Group, Inc. 972/373-8800 or gweitman@nexstar.tv
Joe Jaffoni, Jennifer Neuman
JCIR
212/835-8500 or nxst@jcir.com


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
Net revenue	$2,133	$1,198	$5,522	$3,660

Operating expenses:
Direct operating	936	562	2,477	1,670
Selling, general and administrative	316	202	862	607
Corporate	105	68	342	183
Amortization of broadcast rights	87	72	246	239
Depreciation and amortization of intangible assets	155	118	434	353
Other	2	1	2	1
Total operating expenses	1,601	1,023	4,363	3,053
Income from operations	532	175	1,159	607
Income from equity method investments, net	-	5	7	24
Interest expense, net	(186)	(94)	(495)	(288)
Pension and other postretirement plans credit, net	7	7	22	23
Loss on extinguishment of debt	(11)	-	(21)	(5)
Other income, net	1	3	1	3
Income before income taxes	343	96	673	364
Income tax expense	(93)	(31)	(150)	(111)
Net income	250	65	523	253
Net loss attributable to noncontrolling interests	5	5	16	22
Net income attributable to Nexstar Media Group, Inc.	$255	$70	$539	$275

Net income per share available to common stockholders:
Basic	$7.97	$2.16	$16.86	$8.66
Diluted	$7.92	$2.14	$16.62	$8.57

Weighted average number of common shares outstanding:
Basic (in thousands)	30,812	30,319	30,601	30,357
Diluted (in thousands)	31,013	30,649	31,030	30,696


	Nine Months Ended September 30,
	2026	2025
Cash flows from operating activities:
Net income	$523	$253
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of broadcast rights	246	239
Depreciation and amortization of intangible assets	434	353
Stock-based compensation expense	80	58
Amortization of debt financing costs, debt discounts and premium	8	6
Loss on extinguishment of debt	21	5
Deferred income taxes	(56)	(20)
Payments for broadcast rights	(246)	(249)
Income from equity method investments, net	(7)	(24)
Distribution from equity method investments – return on capital	100	131
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	128	15
Prepaid and other current assets	26	6
Other noncurrent assets	8	3
Accounts payable	(12)	(30)
Accrued expenses and other current liabilities	89	44
Income tax payable	(14)	(45)
Other noncurrent liabilities	(62)	(50)
Other	1	6
Net cash provided by operating activities	1,267	701
Cash flows from investing activities:
Purchases of property and equipment	(113)	(94)
Payments for acquisitions, net of cash acquired	(3,341)	(22)
Proceeds received from life insurance policies	55	1
Proceeds from disposal of property and equipment	12	1
Other investing activities, net	(5)	(4)
Net cash used in investing activities	(3,392)	(118)
Cash flows from financing activities:
Proceeds from debt issuance, net of debt discounts	11,106	3,393
Repayments of long-term debt	(8,498)	(3,568)
Payments for debt financing costs	(107)	(2)
Premium paid on debt extinguishment	(13)	-
Purchase of treasury stock	-	(125)
Common stock dividends paid	(171)	(169)
Payments for capitalized software obligations	(7)	(14)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025

Net income	$250	$65	$523	$253
Add (Less):
Transaction, other one-time and restructuring expenses(1)	30	23	125	33
Stock-based compensation expense(2)	20	19	80	58
Depreciation and amortization of intangible assets	155	118	434	353
Amortization of basis difference of equity method investments	18	18	53	53
Interest expense, net	186	94	495	288
Loss on extinguishment of debt	11	-	21	5
Pension and other postretirement plans credit, net	(7)	(7)	(22)	(23)
Income tax expense	93	31	150	111
Other	-	(3)	1	(3)
Adjusted EBITDA	$756	$358	$1,860	$1,128


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025

Net cash provided by operating activities	$680	$117	$1,267	$701
Add (Less):
Capital expenditures	(46)	(30)	(113)	(94)
Free Cash Flow	$634	$87	$1,154	$607

Add (Less):
Transaction, other one-time and restructuring expenses(1)	30	23	147	33
Changes in operating assets and liabilities(2)	(258)	75	(163)	57
Changes in income tax payable(3)	36	(7)	(14)	(45)
Pension and other postretirement plans credit, net	(7)	(7)	(22)	(23)
Other(4)	8	(5)	(1)	(14)
Adjusted Free Cash Flow	$443	$166	$1,101	$615