Business Description

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.…