Nexstar Media Group Enters Material Definitive Agreement
Ticker: NXST · Form: 8-K · Filed: Aug 19, 2025 · CIK: 1142417
Sentiment: neutral
Topics: material-agreement, disclosure
TL;DR
Nexstar just signed a big deal, details TBD.
AI Summary
On August 18, 2025, Nexstar Media Group, Inc. entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. Specific details of the agreement, including parties involved and financial terms, are not yet disclosed in this initial 8-K filing.
Why It Matters
This filing indicates a significant new contract or deal for Nexstar Media Group, which could impact its future revenue, operations, or strategic direction.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty and potential risk.
Key Players & Entities
- NEXSTAR MEDIA GROUP, INC. (company) — Registrant
- August 18, 2025 (date) — Date of earliest event reported
- August 19, 2025 (date) — Date of Report
FAQ
What is the nature of the material definitive agreement Nexstar Media Group entered into?
The filing states that Nexstar Media Group, Inc. entered into a material definitive agreement on August 18, 2025, but the specific terms and nature of this agreement are not detailed in this initial report.
When was this material definitive agreement entered into?
The material definitive agreement was entered into on August 18, 2025.
What other information is included in this 8-K filing besides the material definitive agreement?
This 8-K filing also includes Regulation FD Disclosures and Financial Statements and Exhibits.
What is Nexstar Media Group's principal executive office address?
Nexstar Media Group's principal executive offices are located at 545 E. John Carpenter Freeway, Suite 700, Irving, Texas 75062.
What is Nexstar Media Group's IRS Employer Identification Number?
Nexstar Media Group's IRS Employer Identification Number is 23-3083125.
Filing Stats: 3,372 words · 13 min read · ~11 pages · Grade level 18 · Accepted 2025-08-19 07:06:35
Key Financial Figures
- $1.00 — t each share of common stock, par value $1.00 per share, of TEGNA (the "TEGNA Common
- $22.00 — be converted into the right to receive $22.00 per share of TEGNA Common Stock in cash
- $120,000,000 — red to pay Nexstar a termination fee of $120,000,000. Upon termination of the Merger Agreeme
- $125,000,000 — uired to pay TEGNA a termination fee of $125,000,000. The Merger Agreement also provides t
- $30,000,000 — e Merger Agreement, subject to a cap of $30,000,000, if the Merger Agreement is terminated
- $2,990 m — ity in an aggregate principal amount of $2,990 million, (ii) a senior secured short term
- $585 m — ity in an aggregate principal amount of $585 million, subject to reduction mechanisms
- $2,600 million — an aggregate principal amount of up to $2,600 million to backstop potential refinancing of th
Filing Documents
- d25979d8k.htm (8-K) — 58KB
- d25979dex21.htm (EX-2.1) — 516KB
- d25979dex991.htm (EX-99.1) — 92KB
- d25979dex992.htm (EX-99.2) — 28KB
- g25979ex99_2p10g1.jpg (GRAPHIC) — 328KB
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- g25979ex99_2p6g1.jpg (GRAPHIC) — 255KB
- g25979ex99_2p7g1.jpg (GRAPHIC) — 149KB
- g25979ex99_2p8g1.jpg (GRAPHIC) — 293KB
- g25979ex99_2p9g1.jpg (GRAPHIC) — 324KB
- g25979g0819024845618.jpg (GRAPHIC) — 5KB
- 0001193125-25-183034.txt ( ) — 9078KB
- nxst-20250818.xsd (EX-101.SCH) — 3KB
- nxst-20250818_lab.xml (EX-101.LAB) — 18KB
- nxst-20250818_pre.xml (EX-101.PRE) — 11KB
- d25979d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits 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. * 99.1 Press Release, dated as of August 19, 2025. 99.2 Investor Presentation, dated as of August 19, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the U.S. Securities and Exchange Commission upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished. 4 SIGNATURE 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. NEXSTAR MEDIA GROUP, INC. Date: August 19, 2025 By: /s/ Lee Ann Gliha Name: Lee Ann Gliha Title: Chief Financial Officer (Principal Financial Officer) 5