Earnings call transcript: Nexstar Q3 2025 misses EPS expectations

Nexstar Media Group reported its third-quarter 2025 earnings, revealing a notable miss on earnings per share (EPS) expectations. The company posted an EPS of $2.14, falling short of the forecasted $2.54, a 15.75% negative surprise. Revenue stood at $1.2 billion, aligning with expectations but marking a 12.3% year-over-year decline. The stock reacted negatively, dropping 5.87% in pre-market trading.

Key Takeaways

• EPS of $2.14 missed forecasts by 15.75%.
• Revenue matched expectations at $1.2 billion but fell 12.3% YoY.
• Pre-market stock price fell by 5.87%, reflecting investor disappointment.
• Advertising revenue decreased by 23.5%.
• Proposed acquisition of TEGNA expected to boost future growth.

Company Performance

Nexstar's performance in Q3 2025 was marked by a decline in revenue and a significant shortfall in EPS compared to forecasts. The media company faced challenges in its advertising segment, which saw a steep 23.5% decline. Despite these setbacks, Nexstar continues to focus on strategic acquisitions and content expansion, including its proposed acquisition of TEGNA, aimed at enhancing its market position.

Financial Highlights

• Revenue: $1.2 billion, down 12.3% YoY.
• EPS: $2.14, missing forecast by 15.75%.
• Adjusted EBITDA: $358 million with a margin of 29.9%.
• Advertising revenue: $476 million, a 23.5% decrease.
• Cash balance: $236 million.
• Total debt: $6.4 billion.

Earnings vs. Forecast

Nexstar's EPS of $2.14 fell short of the $2.54 forecast, representing a 15.75% negative surprise. This miss is significant compared to previous quarters, where the company generally met or exceeded expectations. Revenue, however, met the forecasted $1.2 billion but declined from the previous year.

Market Reaction

Following the earnings release, Nexstar's stock dropped by 5.87% in pre-market trading, settling at $191.6. This decline reflects investor concerns over the earnings miss and the substantial drop in advertising revenue. The stock remains below its 52-week high of $223.36 and above its 52-week low of $141.66.

Outlook & Guidance

Looking ahead, Nexstar is optimistic about its strategic initiatives, including the TEGNA acquisition, which is expected to close in the second half of 2026. The company anticipates substantial political revenue in 2026 and is focusing on spectrum monetization and improving advertising processes. Non-political advertising is expected to decline slightly in the next quarter.

Executive Commentary

CEO Perry Sook expressed confidence in the company's strategy, stating, "We have never been more confident in our strategy nor more energized about the opportunities ahead." He emphasized the importance of broadcast television, calling it "the bellwether and the most profitable segment of the media ecosystem."

Risks and Challenges

• Declining advertising revenue poses a significant challenge.
• High debt levels could impact future financial flexibility.
• Integration risks associated with the TEGNA acquisition.
• Competitive pressures in the media industry.
• Economic uncertainties affecting consumer spending and advertising budgets.

Q&A

During the Q&A session, analysts questioned the timeline and expected synergies of the TEGNA acquisition. Nexstar management expressed optimism about closing the deal in H2 2026 and highlighted potential synergies of $300 million. Analysts also inquired about the company's strategy for NFL media rights negotiations and its exploration of streaming opportunities.

Full transcript - Nexstar Media Group Inc (NXST) Q3 2025:

Carrie, Conference Operator: Good day and welcome to the Nexstar Media Group's third quarter 2025 conference call. Today's call is being recorded. I will now turn the conference over to Joe Gifone, Investor Relations. Please go ahead, sir.

Joe Gifone, Investor Relations, Nexstar Media Group: Thank you, Carrie and good morning everyone. Let me read the safe harbor language and then we'll get right into the call. All statements and comments made by management during this conference call other than statements of historical fact may be deemed forward looking statements for purposes of the Private Securities Litigation Reform Act of 1995. Nexstar cautions that these forward looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those reflected by the forward looking statements made during this call. For additional details on these risks and uncertainties, please see Nexstar's Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the U.S. Securities and Exchange Commission and Nexstar's subsequent public filings with the SEC.

Nexstar undertakes no obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. With that, it's my pleasure to turn the conference over to your host, Nexstar Founder, Chairman and CEO Perry Sook. Perry, please go ahead.

Perry Sook, Founder, Chairman and CEO, Nexstar Media Group: Thank you, Joseph. Good morning, everyone. Thank you for joining us on our call. Mike Biard, our Chief Operating Officer, and Lee Ann Gliha, our Chief Financial Officer, are both with me this morning. During the third quarter, we made the milestone announcement of our definitive agreement to acquire TEGNA in a cash transaction valued at $6.2 billion. The proposed acquisition will strengthen Nexstar's position as the nation's leading local media company with high-quality broadcast stations, award-winning news operations, and innovative local programming, all of which collectively demonstrate our commitment to trusted, community-focused journalism. Operationally, TEGNA will enhance and expand Nexstar's scale, geographic reach, and community impact by adding 64 top-performing stations, primarily in the top 75 DMAs, to our growing portfolio of media assets. Excuse me.

Financially, on a combined pro forma basis, Nexstar and Tegna generated over $8 billion in revenue and $2.56 billion of adjusted EBITDA. Taking into account expected after-tax synergies and incremental interest expense, the transaction is projected to be more than 40% accretive to Nexstar's standalone adjusted free cash flow. With roughly $300 million in anticipated synergies, we expect only a modest increase in pro forma net leverage. We're making good progress on our path to closing. Tegna filed its definitive proxy statement and the shareholder vote there will take place on November 18. We submitted our HSR filing on September 30 and, as expected, we received a second request letter from the DOJ on October 30, as well as a handful of inquiries from state AG offices.

Our FCC applications are ready to go once the federal government reopens, and our expectations for closing the transaction by the second half of 2026 remain unchanged. In the meantime, as previously announced, we are taking a disciplined approach to capital allocation, conserving cash that would otherwise have been used for share repurchases in order to fund the more accretive TEGNA acquisition. As we enter this next phase of Nexstar's growth, I've never been more confident in our strategy nor more energized about the opportunities ahead. This is a defining moment for our company, our industry, our shareholders, and the communities we serve. When I said on our August conference call that I'm deeply committed to seeing this transaction through, I meant that. That's why I was pleased to extend my employment agreement as Chairman and Chief Executive Officer through March 31 of 2029.

Together with our teams, we will continue our mission to build a stronger, more competitive local media company and expand Nexstar's impressive record of success and shareholder value creation. Turning now to our third quarter financial results, Nexstar delivered another solid quarter of net revenue and adjusted EBITDA, reflecting stable distribution and non-political advertising revenue as well as strong expense management. It is clear that broadcast television remains the bellwether and the most profitable segment of the media ecosystem, delivering the most watched content and most valuable programming. According to Nielsen, time spent watching broadcast TV increased 20% from August to September, representing the largest month-to-month gain since 2021, and more time spent watching television on broadcast than the entire universe of cable networks. September's results were driven by a strong start to the NFL season as well as college football.

Through Week 6, the NFL averaged 18 million viewers per game, the highest average viewership since a record 2015 season, and similarly, the average total audience for the first two games of the NBA season. Newly launched on broadcast network NBC reflected a 36% improvement versus the first two games on TNT last year and double the total audience of the games on ESPN and 3.6 times the average total audience of the games on Prime Video. First week of the season last year, and of course November started with a bang with game seven of the World Series delivering over 25 million viewers, the highest number for baseball in nearly a decade. These results underscore the enduring power and reach of broadcast and our consistent ability to aggregate mass audiences in real time, something other platforms just can't replicate.

Major sports franchises continue to value the unmatched reach and advantage of broadcast television, and sports programming continues to complement Nexstar's popular local news programming, which accounts for almost half of our total household viewership. In terms of The CW, Nexstar's own broadcast network, CW Sports delivered record performance with the best quarter since the launch of live sports programming in Q1 of 2023, driven by continued strong viewership of the NASCAR Xfinity Series as well as a strong start to the ACC and PAC-12 college football season. In fact, last Saturday night, our final Xfinity race of the season on broadcast in primetime beat college football on CBS in total viewers, adults 25-54, and adults 18-49. In addition, solid results from our entertainment programming lineup drove The CW's sixth consecutive quarter of primetime ratings growth year to date.

The CW has surpassed competitive big four primetime telecast 250 times across total viewers among the 18 to 49 and 25 to 54 demos. That's an impressive increase over the 45 times we accomplished that for the full year of 2024. The continued success of our long term strategic growth on high impact news and sports programming further validated by the performance of NewsNation, which ranked as the number one basic cable network for year over year growth in the third quarter. Continuing its trend from Q2 on a year to date basis, NewsNation surpassed MSNBC 57 times and CNN 39 times in head to head telecasts across total viewers and in the adult 25 to 54 demo. That compares to 2024 when NewsNation surpassed MSNBC four times and CNN two times in the head to head telecasts.

These results reflect the fact that NewsNation's programming and unique fact-based reporting is resonating with viewers who are looking for a refreshingly balanced and impartial reporting and analysis. In summary, the continued strength and consistency of Nexstar's financial performance reflects our stable, diversified revenue and operating base, our disciplined expense management and continued execution across our portfolio. Our proposed acquisition of TEGNA meets the deregulatory moment where it is and sets the stage for an incredibly bright future ahead for Nexstar, our industry, our shareholders, and the communities we serve. With all of that said, let me turn the call over to Mike Biard.

Mike Biard, Chief Operating Officer, Nexstar Media Group: Mike, thanks, Perry. Excuse me and good morning everyone. Nexstar delivered third quarter net revenue of $1.2 billion, a decline of 12.3% compared to the prior year, primarily reflecting the year over year reduction in political advertising. Third quarter distribution revenue of $709 million was flattish compared to the prior year quarter, down 1.4% and primarily reflects MVPD subscriber attrition and the resolution of a non recurring disputed customer claim, offset in part by increased rates and other contractual commitments, growth in VMVPD subscribers, and the addition of CW affiliations on certain of our stations. Without the impact of the resolution of a legacy customer dispute, distribution revenue would have been slightly up. Advertising revenue of $476 million decreased $146 million or 23.5% over the comparable prior year quarter, primarily reflecting a $145 million year over year decrease in political advertising.

However, non political advertising was essentially flat and better than our expectation of a low single digit decline. Growth in national advertising, including at The CW and NewsNation, strong growth in local digital advertising and the absence of political crowd out that impacted last year's third quarter offset soft local advertising driven by the absence of the Olympics in the third quarter. This year, no advertising category materially moved the needle in the quarter and we have not observed any negative impact on the pharmaceutical category from recently introduced regulations. As a reminder, the pharmaceutical category represents less than 3% of our total non political advertising. Speaking of political, we generated approximately $10 million in political advertising revenue during the quarter, primarily driven by spending related to statewide elections in Virginia, including the Governor's race as well as California's redistricting ballot initiative.

Looking ahead to the fourth quarter, non-political advertising is currently forecast to decline in the very low single digits area on a year-over-year basis, benefiting in part from the absence of political crowd out in the quarter, but offset by advertising revenue softness and tougher year-over-year programming comps. At the CW and our national digital business, political advertising is expected to be consistent with 2021 fourth quarter levels. Turning to the CW, we are consistently delivering favorable results from our programming investments, especially from sports, which continues to account for more than 40% of the CW's programming hours, and we continue to build our CW sports portfolio.

During the third quarter, we expanded our relationship with the PAC-12 Conference through the 2030-2031 season to include 66 annual events including 13 regular season football games, 35 regular season men's basketball games, 15 regular season women's basketball games, and the semifinal and championship games of the new PAC-12 women's basketball tournament. During the quarter, we also completed a new multi-year agreement with the Professional Bull Riders to be the exclusive live broadcast partner of the PBR Teams Series on Saturdays and Sundays, which began airing this last August. The NASCAR Xfinity Series transitioning to the NASCAR O'Reilly Auto Parts Series next season is now firmly established exclusively on CW Sports, delivering strong momentum and benefiting from the scale and audience engagement of our broadcast model.

Xfinity races delivered an 11% year over year increase in viewership for the first 30 races of the season, with more than 1 million viewers for 20 of those races. By comparison to last season, only 8 of the first 30 races broke the 1 million viewer mark in 2024. Audiences are consistently showing up for our live sports lineup. Ratings for ACC & PAC-12 college football games on the CW have more than doubled year over year among adults 25 to 54. While WWE NXT continues to climb since moving to the CW from USA Network, up 12% year to date, that momentum is translating into progress toward our financial targets. In the third quarter, we reduced losses at the CW by $5 million, or 24%, year over year.

In the quarter, growth in distribution and advertising revenue virtually offset lower licensing revenue and lower operating expenses net of a small increase in programming amortization drove the improvement in losses. Our outlook for the year for the CW remains unchanged as we continue to project 2025 losses to be lower than 2024 by about 25%, and our expectation of achieving breakeven sometime in 2026 also remains unchanged. To close, I want to reiterate our confidence in our long term outlook and the enduring strength of Nexstar's business model. Our programming strategy, anchored by live news and sports, continues to deliver results for the CW and NewsNation, and we remain committed to unlocking even greater value from these assets as our audiences grow.

Our local programming strategy is similarly anchored by our unrivaled live news product, and the proposed TEGNA acquisition will create substantial and immediate value for shareholders while advancing the public interest by strengthening local broadcast journalism and providing an expanded range of competitive broadcasts and digital advertising solutions across our portfolio of local and national assets. With that, it's my pleasure to turn the call over to Lee Ann for the remainder of the financial review.

Lee Ann Gliha, Chief Financial Officer, Nexstar Media Group: Leanne, thank you, Mike, and good morning everyone. Mike gave you most of the details on the revenue side and on The CW, so I'll provide you a review of expenses, adjusted EBITDA, and free cash flow, along with a review of our capital allocation activities together. Third quarter direct operating and SG&A expenses, excluding depreciation and amortization and corporate expenses, declined by $23 million or 3% primarily driven by our operational restructuring initiatives taken last year. Q3 2025 total corporate expense was $68 million including non-cash compensation expense of $19 million compared to $53 million including non-cash compensation expense of $19 million in the third quarter of 2024.

The $15 million increase is primarily due to one-time expenses associated with the expense portion of a non-recurring settlement of a disputed customer claim and the proposed acquisition of TEGNA, offset in part by the release of certain reserves. Q3 2025 depreciation amortization was $190 million, matching the amount in the third quarter of 2024. Of these amounts included in our definition of adjusted EBITDA is $72 million related to the amortization of broadcast rights for Q3 2025 compared to $70 million for Q3 2024. The increase in amortization of broadcast rights by $2 million was primarily due to slightly higher programming on the CW versus the comparable prior year quarter given the mix of programming.

Q3 2025 income from equity method investments, which primarily reflects our 31% ownership in the TV Food Network, declined by $12 million versus the comparable prior year quarter, primarily related to TV Food Network's lower revenue on a consolidated basis. Third quarter adjusted EBITDA was $358 million, representing a 29.9% margin and a decrease of $152 million from the third quarter of 2024 of $510 million, due primarily to the election cycle. Moving to the components of free cash flow and adjusted free cash flow, third quarter CapEx together with payments for capitalized software costs, net of proceeds from asset disposals, were $34 million, an increase from $31 million in the third quarter of last year. Third quarter net interest expense was $94 million, a reduction of $19 million from the third quarter of 2024.

On a cash basis this compares to $93 million in the third quarter of 2025 versus $110 million in Q3 2024. The reduction in interest expense was primarily related to a reduction in SOFR and Nexstar's reduced debt balances. Third quarter operating cash taxes were $33 million compared to $10 million last year. As expected, our cash tax payments primarily in Q3 2025 and expected in Q4 2025 benefit from the one big beautiful bill act through the immediate statement of bonus depreciation on CapEx and the ability to deduct amortization of internally developed software. The low cash tax in the third quarter of last year was due to the change in the timing of our tax payments.

Using the annualization method, cash distributions from the Food Network were $6 million in the third quarter, which amount is still captured in our free cash flow and adjusted free cash flow definition. This amount reflects our pro rata share of distributions to cover tax from our proportionate share of the income of the JV. Included in the third quarter's adjusted EBITDA but excluded from adjusted free cash flow is $22 million of income before amortization from equity method investments, which is primarily our pro rata share of Food Network net income in the third quarter of 2025. In Q3 programming amortization costs were lower than cash payments by $17 million as certain deferred programming payments were paid and certain future programming was paid prior to airing. As a result, consolidated third quarter 2025 adjusted free cash flow was $166 million compared to $327 million in last year's third quarter.

A few additional points of guidance with respect to adjusted free cash flow. We are currently projecting CapEx in the $32 million range and capitalized software payments in the $6 million range in Q4. In addition, we will acquire one of our buildings subject to a long-term lease for $21 million. Based on the current yield curve and our mandatory amortization payments, Q4 interest expense is expected to be in the $88 million range. Q4 2025 cash taxes are expected to be in the $45 million range. In Q4 2025, cash distributions from the Food Network are expected to be in the low single-digit million dollar range compared to our share of adjusted EBITDA in the low teens millions. Payments for programming are expected to be in excess of amortization by about $30 million due primarily to prepayment of future programming payments and payment of deferred programming.

Turning to capital allocation in our balance sheet, together with cash from operations generated in the third quarter and cash on hand, we returned $56 million to shareholders in dividends, repaid $25 million in mandatory debt repayments, and did not repurchase any shares as we are conserving cash for our acquisition of TEGNA, which we expect will be more accretive than a standalone share repurchase strategy. Our cash balance at the quarter end was $236 million, including $13 million of cash related to the CW. Our debt balance was $6.4 billion. Because we designate the CW as an unrestricted subsidiary, the losses associated with the CW are not accounted for in the calculation of leverage for purposes of our credit agreement.

As such, our net first lien covenant ratio for Nexstar as of September 30, 2025, which is now calculated on the last eight quarters annualized basis was 1.73 times, which was well below our first lien and only covenant of 4.25 times. Total net leverage for Nexstar was 3.09 times at quarter end. These leverage statistics are calculated pursuant to the description in our credit agreement. With that, I'll open up the call for questions. Operator, can you go to our first question?

Carrie, Conference Operator: Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press Star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press Star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question will come from Dan Kernos with Benchmark.

Lee Ann Gliha, Chief Financial Officer, Nexstar Media Group: Great, thanks.

Good morning.

Two for me. Perry, appreciate the update on the deal timing. It was implied yesterday that the SEC might address the cap in early 2026 and appreciate all of the color you gave us around what you guys are doing behind the scenes. I just wanted to give you the floor to maybe talk about why you're confident that the deal will close and close on time as you've proposed it. For Mike, just a housekeeping question on the Q3 distribution stuff. Appreciate the color. Any more granularity you could give us? Is that one time in nature or is there any flow through into Q4? Thank you.

Perry Sook, Founder, Chairman and CEO, Nexstar Media Group: I think as it relates to the timing, I mean, the pieces are falling in place. The 8th Circuit mandate was issued on October 21 that eliminates the top four ownership rule that will go into effect as soon as that order is published in the Federal Register and it's effective 30 days later. We need the government to reopen for that to happen. We have prepared 37 applications seeking approval of the transfer of control of TEGNA's licenses to Nexstar, as well as the request for waivers unless they are rendered moot by other rulemaking. We again continue to believe that this administration, the Trump administration and Brendan Carr at the FCC are focused on deregulating business, allowing businesses to breathe, allowing businesses to compete.

You know, we've been spending a lot of time in Washington to reinforce at the regulatory agencies and on the Hill that we are indeed here to help meet the regulatory moment where it is, which all of which continues to point toward deregulatory rulemakings happening in the first half of next year concurrent with the processing of our application. I will add that while there's a lot of work ahead of us in complying with the DOJ requests and I've read our FCC applications, I think they're very good and make very good public interest showings as to why this transaction is in the public interest, which is by the way, the standard at which the FCC will hold it to.

I can also tell you that internally here we had several meetings over the last week in conjunction with our board meeting, in conjunction with the integration plans here. There is genuine enthusiasm in this building for this acquisition, for the opportunity it creates to grow our business, for the opportunity it creates to make sure that we secure a future for our business and the opportunities that we see downstream with 3.0 and spectrum, additional local content distributed across multiple platforms and allowing us to compete on a much more level playing field with big tech. All you have to do is look in the news at things going on around us to see indeed why these, why deregulation and further consolidation to preserve local journalism and our industry is necessary.

There's a lot of work to be done on our end, but people are, we have a coalition of the willing that is really pitching in to comply with all the regulatory requests and to make sure it's done in a timely fashion.

Mike Biard, Chief Operating Officer, Nexstar Media Group: To your second question on the distribution item. No, Dan, that was truly a non-recurring, one-time only anomaly that will not linger into the fourth quarter at all.

Got it.

Super helpful, thank you both. Sure.

Carrie, Conference Operator: We'll go next to Benjamin Soft with Deutsche Bank.

Good morning, thanks for the question. You obviously already have your big transaction in place, but I'm curious if you have any thoughts on what the rest of the industry might look like a few years down the line. In particular, are there any implications for Nexstar if the rest of the industry goes through consolidation or not? I have a follow up.

Perry Sook, Founder, Chairman and CEO, Nexstar Media Group: I'll start from the end of your question back. I mean, I think a good strong industry needs to have good strong companies comprising. You know, we think that we will be the poster company for not only what the future of the industry will look like, but also, you know, the strength of our balance sheet, management team, financial profile, and the amount of local content that we deliver as well as leading on innovation for the industry. We can't do it all by ourselves. We are very much in favor of having good and strong companies in our industry. If that means they're good and strong competitors to us, hopefully that will just make us that much sharper. Mike, I don't know if you want to add more to that.

Mike Biard, Chief Operating Officer, Nexstar Media Group: No, I think you've covered it. I think we're not afraid of competition by any stretch of the imagination. I think, as Perry says, dealing with all of the forces around us, whether that's dealing with big tech on the advertising side, dealing with big media, whether that's the networks or other big media, having others in the broadcast space that are good, healthy companies is something that we absolutely support. Great.

I'm just curious to get your thoughts on the outlook for the next political cycle and in general, how do you view the dollars and how they might flow between broadcast and CTV in the future?

Lee Ann Gliha, Chief Financial Officer, Nexstar Media Group: Thanks.

Perry Sook, Founder, Chairman and CEO, Nexstar Media Group: We have already done our way too early 2026 political forecast internally here, and suffice it to say we think that, you know, our company, based on our geography, even before the integration of the TEGNA acquisition, will produce a prodigious amount of political revenue in 2026. Again, it is all based on our geography. The states that we are in, where we see toss up races, ballot propositions, redistricting, all the things that will cause money to flow. You know, our again, way too early take is that broadcast will continue to be the dominant repository for political advertising. However, the fastest growing will probably continue to be CTV advertising as it was in 2024. No change thematically, you know, and we do project that, you know, we will have substantial political revenue in 2026. To those that follow the company, that should be no surprise.

Mike Biard, Chief Operating Officer, Nexstar Media Group: Thank you.

Carrie, Conference Operator: Moving on to Stephen Cahall with Wells Fargo.

Thanks. I have a couple of strategic questions. First, Perry, I made the mistake once of writing that you might be nearing retirement. That's clearly not the case. As you think out to the end of the decade, we'll be in a different administration, we'll be in some different NFL contracts. What are some of your biggest priorities, you know, sort of post Tegna that you still have in mind for the company as you look forward. Then pro forma for Tegna, I think Nexstar will have local news in something like 80% of the country. We've seen your network partners not be shy about going into the streaming market where there's a lot of households that just aren't on linear.

How do you think about your ability to be in the CTV market at that level of scale, whether that's working with a big platform provider or doing something on your own? Thank you.

Sure.

Perry Sook, Founder, Chairman and CEO, Nexstar Media Group: Let me speak to what we see post Tegna. First of all, our eyes are on the prize in getting the Tegna acquisition to and through the finish line. We are going to run through the tape. That is our total focus now. I will say I do not think that means we are forever done with acquisitions. We will continue to look opportunistically for acquisitions that make good industrial logic and, most importantly, are substantially accretive to the company. I think we have got a pretty good track record of finding those and we will continue that quest. I think also, you know, with the combined entity, we will have Spectrum holdings reaching approximately 80% of the country.

I think that's the next big frontier for the industry and certainly for Nexstar who will have more spectrum assets than any other company in our space. The opportunity to develop monetization of the non-video uses of our ATSC 3.0 spectrum continues in my view to be the biggest value creation leverage in our business as we know it today. We'll spend a lot of time on that and then probably more to the mundane. We need as an industry, and Nexstar will need to lead this, to be much more sharp around our business processes. How you buy and sell television time. It is inefficient from a cost and process standpoint for agencies to do business in linear television. Yet look at the linear television revenue that is generated in this country.

It is not growing anywhere near the digital alternatives, which are much easier and cheaper to buy. From a process perspective, we need to compete on a level playing field with the buying and selling of advertising, with the rest of the industry. I think if we can get to that point, which will require enhanced and better measurement, it will require enhanced and better processes. But you know, we have some very big goals in that regard and see opportunity in the future.

You know, what if you know, the World Series was going into the 11th inning and you had a chance to bid for inventory at the next break like you can in digital, whether it's in real time or on some sort of a delay for those additional inventory spots that came available, why can't we vision that and then make it happen in linear television? It's hard, but it's not impossible. That's where the future is. Business processes, acquisitions and ATSC 3.0 will be our focus post the successful acquisition and integration of TEGNA. I think your second question related to CTV inventory. You know, it's interesting. I mean, we are and have rolled out CTV applications in the vast majority of our marketplaces and are producing alternative programming to fill the hours on those apps.

That will still be an emphasis and a growth area for the company. By the same token, why does anyone go into streaming? It is because they cannot ubiquitously reach consumers outside of the pay TV ecosystem. We do every day. It is called over the air television. While streaming and CTV will all be a part of our product offerings, you know, our core tenet is people are trying to get what we have had all along, which is a direct to consumer relationship with our content and with our advertising messages. By the way, we do not have to lose billions and billions of dollars to ramp that effort up. It already exists.

I do not mean to be Pollyanna about it, but you know, if you look at, you know, and I think we gave the example of, you know, what sports looks like on Amazon and sports looks like on broadcast and what sports looks like on cable. You can put a lot of money into streaming, but you will not achieve the same results as you can one to many with broadcast television, which is kind of our definition. I hope that is responsive to your question. You know, we do not see that as doom and gloom. It will be an additional competitive factor. At this point, you know, people are trying to duplicate what we already have.

Mike Biard, Chief Operating Officer, Nexstar Media Group: Thank you.

Carrie, Conference Operator: Again, that is Star One. If you would like to ask a question, we'll go next to Craig Huber with Huber Research Partners.

Great. Thank you for taking the questions. Perry, my first question is you talk about $300 million of synergies with Tegna. I would think if anything that's conservative. Can you talk a little bit about how you get to that number? Just repeat that if you would. With all those synergies here, once this deal supposedly closes, I would imagine it's going to free up a lot of money on your end. If you wanted to enhance the news programming, for example, at Tegna. I've always viewed Tegna as one of the better run companies in the group, but nothing's perfect. I think you could potentially increase maybe the number of hours on the news programming side for local, but also the quality of it even further. Maybe just touch on that, please. To talk about what's better for the public.

I mean, that would certainly be appealing, right? That's my first question.

Perry Sook, Founder, Chairman and CEO, Nexstar Media Group: It would, Craig. You know, we have, you know, just through our desk review, identified nine markets where we can create additional local news broadcasts on stations that either have a de minimis presence or no local news presence using the combined power of the two stations in the marketplace. Dallas is a perfect example. WFAA does a fine job producing local news in the marketplace. We have a CW affiliate that has a half hour kind of news magazine type program, but not a serious, credible local news effort. We can use the newsroom of WFAA and their people and maybe some additional resources to create a news presence on our CW affiliate here in the marketplace, which is right down the road from where I'm speaking to you from. You know, there are at least nine markets where we have those kinds of opportunities.

We are now in our discovery phase, or diligence 2.0, if you will, which will do a deeper dive into the operating and financials of each of the operating business units as we continue to look for additional opportunities and additional synergies. At this point, we feel very good about the number and about the enhanced operating opportunity we'll have by virtue of making this acquisition, all of which you'll read about in our FCC filing once it's made. I'll let Lee Ann talk a little bit more about the synergies.

Lee Ann Gliha, Chief Financial Officer, Nexstar Media Group: Yeah. Hey, Craig. I think, as we talked about on our call when we announced the transaction, there's about $300 million in synergies. It breaks out very similarly to how the synergies broke out in the Tribune deal, which was about 45% from net retrans and the remainder coming from operations. On the operations side of things, that's really a combination of things. It's looking at corporate overhead. You don't need duplicative corporate overhead. We have a number of hubs that we use that we can expand to help service the larger station footprint. It's looking kind of within the operations for efficiencies. You know, we look at how we operate our stations versus how Tegna operates theirs. There are many areas where, you know, we do things a little bit differently that generates synergy.

There is obviously the, you know, significant amount of, you know, 35 of 51 markets that are the overlap markets that we can really operate two stations off of, you know, one infrastructure. That is an area where there is a significant portion of those synergies coming out of that. You know, as Perry said, this has been our initial analysis. We did a very deep analysis in terms of looking at, you know, line by line, person by person, what these costs could be. We are going to be in the markets and doing a little bit more work and looking to see what else is there. I think as we also mentioned on a prior call, you know, this really was reflective of the near term. What can we generate kind of in the next one to two years after we close?

I think there are some medium term synergies because there is, you know, so much overlap. There will be an ability for facilities consolidation, but that takes a little bit longer time. Right. You have to move people, move equipment, sell a business or sell a piece of real estate and then benefit from those synergies. We think there will be more over time. For right now we're feeling good about that number and look forward to providing you some updates as we kind of move forward.

I have one final just housekeeping question, Lee Ann. Are you guys still expecting gross and net retrans revenue this year to be flat versus a year ago for the full year?

We do not re-update our guidance. That was our guidance for the year. As you know, in this quarter we did have a one-time impact of an old dispute that got resolved in this quarter and that impacted our revenue for the quarter. If we did not have that, our actual distribution revenue would be up. You can sort of see for the first three quarters of the year that was flattish. You can kind of extrapolate from there.

Okay, great. Thank you guys.

Carrie, Conference Operator: Patrick Scholl with Barrington Research has our next question.

Hi.

Mike Biard, Chief Operating Officer, Nexstar Media Group: Thank you. I was wondering if you could talk a little bit more about the ad trends expectations that you laid out for the fourth quarter. Just wondering if there was like any specific like weaknesses in local markets or any category drivers of what you kind of called out.

Lee Ann Gliha, Chief Financial Officer, Nexstar Media Group: I'll take that. You know, we, you know, we're not anticipating any sort of particular changes in the categories. I think we're getting a little bit of sports spending money because of Missouri, which is nice, but from a local perspective, I don't think there's going to be a whole heck of a lot of change in sort of the trajectory in terms of the trends for the third quarter versus the fourth quarter. I think where we're coming in the fourth quarter, that's putting a little bit of pressure on the numbers just we're lapping NASCAR at The CW, which we had in the fourth quarter last year. We have it in the fourth quarter. We had in the fourth quarter this year.

There are just some other kind of one time items in our national digital business that are putting a little bit of pressure on that number.

Mike Biard, Chief Operating Officer, Nexstar Media Group: Okay, thank you.

Carrie, Conference Operator: We will go next to Aaron Watts with Deutsche Bank.

Mike Biard, Chief Operating Officer, Nexstar Media Group: Hi.

Thanks. Clearly there's optimism that 2026 will be a strong year of political spending. Typically with that setup, we're used to seeing pressure on core advertising growth due to the crowd out effect. That said, you'll have more sports on the air, notably with NBC broadcasting the NBA as well as other big sporting events next year with the benefit of those incremental sports. Curious if you think core advertising could be stable or even grow next year compared to 2025 or at least perform better than it has in election years in the past?

Perry Sook, Founder, Chairman and CEO, Nexstar Media Group: It gets really technical, Aaron. I think as far as the Olympics go, it's the Winter Olympics, so it'll be earlier in the year, which is further away from the peak political activity. We ought to be able to monetize that pretty, pretty well with core advertising. I think it's hard, you know, when you look at the kind of political revenue that will run through the system next year to expect that you'll see core advertising revenue grow because the displacement will be substantial. We're not, we're not issuing guidance at this point. Listen, I think that as if interest rates continue to come down and confidence continues to grow, we have resolution on tariffs and all of those things go into confidence and eliminating uncertainty, all of which I think is good for people's confidence in spending money on advertising.

You know, I think we'll have more tailwinds than headwinds in 2026 overall. But it's, it's too early to quantify the way that you'd like us to.

Okay.

If I could ask you one follow up around sports, Perry, there have been reports that the NFL may look to open up negotiations on its media rights as early as next year. I think there are clear benefits to that for local TV broadcasters, but also some concerns. Would be curious to hear how you are thinking about that potential and whether it is actually a good thing for you and the universe.

Mike Biard, Chief Operating Officer, Nexstar Media Group: Yeah, I'll take that one. I think on balance, we're optimistic about that. I think when you look at the trends that Perry talked about in his opening remarks on broadcast, there really is a very sort of clarifying view of the ecosystem that broadcast brings more eyeballs, more viewers, bigger events than any other platform. By far, right. You've seen that happen in the NBA. With the move incremental games to broadcast from cable, we expect that will probably happen around Major League Baseball as well. You can see it on other sports. We think the NFL, given its traditional conviction around the importance of local broadcast, will not be any kind of principle that they move away from as part of an early discussion.

Certainly think an early discussion leaves the networks in a position, probably a stronger position than they would be at the end of that deal. To the extent that the NFL is moving any games to streaming, we really think that will be at the margin, maybe part of increasing the overall schedule to an 18th game and largely around potentially, I would think, producing a package of international games. On the whole, we think that's actually a strong thing and we think broadcast is going from strength to strength at this moment.

Appreciate the thoughts.

Thank you.

Carrie, Conference Operator: This now concludes our question and answer session. I would like to turn the floor back over to Perry Sook for closing comments.

Perry Sook, Founder, Chairman and CEO, Nexstar Media Group: Thank you very much. I'll just say quickly in closing that Nexstar's strong third quarter financial results extended our long term operational track record and we plan to put that expertise to work in our pending acquisition of. We couldn't be more excited nor more energized about our prospects here at Nexstar. In the near term we see a decreasing interest rate environment, the reset of the majority of our distribution contracts at the end of this year, the acquisition of Tegna and an election year in 2026, all of which we expect to drive shareholder value. Longer term, we expect to accelerate our CW and NewsNation network growth strategies, our deployment of applications for ATSC 3.0 and innovation around how we go to market and the products and services we bring to benefit our viewers and our advertisers. Thank you for joining us.

We look forward to updating you on our year end results in February of next year. Happy holidays and have a good day.

Carrie, Conference Operator: Ladies and gentlemen, thank you for your participation. This does conclude today's teleconference. You may disconnect your lines and have a wonderful day.

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