8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2021

Nexstar Media Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

545 E. John Carpenter Freeway, Suite 700

Irving, Texas 75062

(Address of Principal Executive Offices, including Zip Code)

(972) 373-8800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On February 23, 2021, Timothy C. Busch, President, Broadcasting, of Nexstar Inc., a wholly owned subsidiary of Nexstar Media Group, Inc. (the “Company” or “Nexstar”), notified the Company of his decision to retire, effective June 1, 2021, following a 36-year career in the broadcast industry. Mr. Busch joined Nexstar in 2000 as General Manager at WROC (CBS) in Rochester, New York and over his career with Nexstar ascended to roles of increasing responsibility including Executive Vice President and Co-Chief Operating Officer and ultimately President of Nexstar Broadcasting, Inc., the predecessor to Nexstar Inc. The Company thanks Mr. Busch for his many contributions to Nexstar and wishes him all the best as he enters the next phase of his life. The Company will commence a search for Mr. Busch’s successor.

On February 26, 2021, the Company issued a press release announcing the retirement of Mr. Busch, as described under Item 5.02, above. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference herein. The information included in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended, or the Exchange Act.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

NEXSTAR INC. PRESIDENT OF BROADCASTING TIMOTHY C. BUSCH TO RETIRE INMID-2021

36 Year Broadcasting Veteran Served in Multiple Leadership Roles

Over 20 Years as Nexstar Grew to Become the Nation’s Largest Broadcaster

IRVING, TX (February 26, 2021) – Nexstar Inc., a wholly owned subsidiary of Nexstar Media Group, Inc. (Nasdaq: NXST), announced today that President, Broadcasting, Timothy C. Busch, will retire June 1, 2021, following a 36-year career in the broadcast industry. Mr. Busch joined Nexstar in 2000 as General Manager at WROC (CBS) in Rochester, New York and over his career with Nexstar ascended to roles of increasing responsibility including Executive Vice President and Co-Chief Operating Officer and ultimately President of Nexstar Broadcasting, Inc., the predecessor to Nexstar Inc.

During his tenure at Nexstar, Mr. Busch worked closely with the Company’s Founder, Chairman and Chief Executive Officer, Perry Sook as Nexstar expanded its local television station group, digital offerings and national market presence. Mr. Sook commented, “Tim and I have worked collaboratively for over 20 years and I’m grateful for his leadership, expertise and friendship. Tim has been instrumental in building the foundation for what Nexstar has become and the values that we have established in terms of our commitment to our team members and the local communities where we operate. On behalf of Tom Carter, Elizabeth Ryder, our Board, shareholders and the entire Nexstar team, we thank him for his many contributions to our long-term success. Tim leaves us well positioned to continue our growth as we have a deep bench of experienced broadcast and digital executives and we are immediately commencing a search for Tim’s successor. We will miss Tim and wish him all the best as he enters the next phase of his life.”

“Throughout my years at Nexstar, I have been fortunate to work directly with Perry Sook and Nexstar’s talented team which has re-shaped the industry, delivered great service to the viewers and users of our content and delivered compelling marketing solutions for companies of all sizes. I have had the honor of working with the executive leadership team that consistently drives strong growth and operating results reflecting the talents of our General Managers and team members across the Nexstar Nation. In addition to building America’s largest local media company, I am proud of our countless accomplishments over the past two decades,” said Mr. Busch. “With a dynamic executive team in place, I am highly confident that the next generation of leaders at Nexstar will extend the Company’s exemplary long-term record of success and the continued creation of shareholder value. I wish everyone in the Nexstar Nation the very best as they execute on their plans for continued growth.”

Prior to joining Nexstar, Mr. Busch served as General Sales Manager and held various other sales positions at WGRZ (NBC) in Buffalo, New York from 1989 to 2000. Earlier in his career, Mr. Busch worked in radio broadcasting holding various sales and management positions at WGR-AM and FM radio under Taft Broadcasting.

Mr. Busch has been deeply involved in the broadcast industry and local communities throughout his career, serving on numerous organizational boards in the upstate New York area including the Upstate New York Advisory Board for the Federal Reserve Bank of New York. He also served on the CBS Affiliation Association Board with his latest role as Chairman. Mr. Busch currently serves as a Trustee of the Ohio University Foundation Board, TVB Executive Board, NBC Affiliates Association Board and the Media Ratings Council Board.

About Nexstar Media Group, Inc.

Nexstar Media Group (NASDAQ: NXST) is a leading diversified media company that leverages localism to bring new services and value to consumers and advertisers through its traditional media, digital and mobile media platforms. Its wholly owned operating subsidiary, Nexstar Inc., consists of three divisions: Broadcasting, Digital, and Networks. The Broadcasting Division operates, programs, or provides sales and other services to 198 television stations and related digital multicast signals reaching 116 markets or approximately 39% of all U.S. television households (reflecting the FCC’s UHF discount). The division’s portfolio includes primary affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW. The Digital Division operates 122 local websites and 316 mobile apps offering hyper-local content and verticals for consumers and advertisers, allowing audiences to choose where, when and how they access content and creating new revenue opportunities for the company. The Networks Division operates WGN America, a growing national general entertainment cable network and the home of NewsNation, multicast network Antenna TV, and WGN Radio in Chicago. Nexstar also owns a 31.3% ownership stake in TV Food Network, a top tier cable asset. For more information please visit www.nexstar.tv.

Forward-Looking Statements

This communication includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements include information preceded by, followed by, or that includes the words “guidance,” “believes,” “expects,” “anticipates,” “could,” or similar expressions. For these statements, Nexstar claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this communication, concerning, among other things, future financial performance, including changes in net revenue, cash flow and operating expenses, involve risks and uncertainties, and are subject to change based on various important factors, including the impact of changes in national and regional economies, the ability to service and refinance our outstanding debt, successful integration of acquired television stations and digital businesses (including achievement of synergies and cost reductions), pricing fluctuations in local and national advertising, future regulatory actions and conditions in the television stations’ operating areas, competition from others in the broadcast television markets, volatility in programming costs, the effects of governmental regulation of broadcasting, industry consolidation, technological developments and major world news events. Nexstar undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this communication might not occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. For more details on factors that could affect these expectations, please see Nexstar’s other filings with the Securities and Exchange Commission.