Nexstar at Bank of America Conference: Strategic Growth and Deregulation

On Thursday, 04 September 2025, Nexstar Media Group (NASDAQ:NXST) participated in the Bank of America 2025 Media, Communications & Entertainment Conference. The company outlined its strategic direction, focusing on local media dominance, deregulation benefits, and the acquisition of Tegna. While optimism about future growth was evident, challenges such as regulatory approvals and market competition were also acknowledged.

Key Takeaways

• Nexstar is optimistic about deregulation, expecting the removal of the national ownership cap.
• The Tegna acquisition is pending regulatory approval, with potential benefits from deregulation.
• The CW network is shifting towards sports programming, targeting profitability by 2026.
• Nexstar’s local media strategy emphasizes a strong sales force and diversified revenue.
• ATSC 3.0 spectrum offers significant future revenue potential through technological advancements.

Regulatory Environment and Tegna Acquisition

• Nexstar is confident that the Trump administration will eliminate the national ownership cap, supported by a unity petition from major broadcasters.
• The acquisition of Tegna awaits regulatory approval, with expectations that deregulation will facilitate the process.
• Changes in local ownership rules could allow Nexstar to own multiple top-rated stations in a single market.

Nexstar’s Local Media Strategy

• Nexstar focuses on local media, leveraging a 2,000-person sales force and 6,000 journalists.
• The company serves over 43,000 diverse customer skews across 40 states, providing a competitive edge.
• Emphasis is placed on connecting with local viewers and advertisers, driving sales for local businesses.

The CW Network

• The CW is transforming its programming, with over 40% dedicated to sports, aiming for profitability by 2026.
• The network has experienced five consecutive quarters of primetime audience growth.
• Nexstar is monetizing CW affiliations through distribution contracts, enhancing revenue streams.

Advertising Revenue and Market Trends

• The advertising market faces challenges, particularly in the auto industry, due to tariff concerns.
• Nexstar’s services-based advertising revenue, accounting for 60% of total, provides some insulation.
• Political advertising spending is projected to increase by 20% compared to previous cycles.

NewsNation

• Celebrating its fifth anniversary, NewsNation is the fastest-growing cable network.
• The network focuses on fact-based reporting, aiming to emulate the financial success of CNN or Fox News.
• NewsNation has achieved significant awareness, with asset value estimated at nearly $1 billion.

ATSC 3.0 Spectrum

• ATSC 3.0 technology enables efficient spectrum use, offering potential revenue streams through data casting and internet backhaul.
• Nexstar is part of Edge Beam Wireless, a consortium aimed at monetizing ATSC 3.0 spectrum.
• Ancillary uses of the spectrum could eventually match or exceed current advertising revenue.

Capital Allocation and Leverage

• Nexstar plans to use excess free cash flow for debt reduction, targeting a leverage ratio of 4x post-Tegna acquisition.
• The company aims to return to previous leverage levels by 2028, focusing on financial stability.

For more detailed insights, readers are encouraged to refer to the full transcript of the conference call.

Full transcript - Bank of America 2025 Media, Communications & Entertainment Conference:

Brian, Bank of America, Bank of America: Here at Bank of America, I’m pleased to be welcoming the leadership team from Nexstar Media Group. With us today are Perry Sook, Chairman and CEO, who founded the company in 1996 and has led its transformation into a local broadcast and media powerhouse, as well as Lee Ann Gliha, EVP and CFO, who has supported Nexstar’s continued growth since joining the company in 2021. Thank you both for joining us again.

Perry Sook, Chairman and CEO, Nexstar Media Group: Thanks for having us.

Brian, Bank of America, Bank of America: Great. Let’s get right into it. Perry, you’ve spent over two and a half decades scaling Nexstar’s local broadcast TV assets. You’ve been a vocal champion of the industry. Now you’re helping the industry deregulate with the recent announcement of the acquisition of Tegna as well. We’ve seen the FCC make a number of positive comments in support of deregulation. In fact, we had a member of the FCC here yesterday. What makes you confident that you’ll be able to achieve regulatory approval before we get to the specifics of Tegna? We’d love to get into some of your vision for what needs to change.

Perry Sook, Chairman and CEO, Nexstar Media Group: I think it starts at the top of the government with the Trump administration and a focus on deregulation and eliminating needless and outdated regulation. That flows through to the regulatory agencies, the DOJ, and the FCC. In particular, I think Chairman Carr has been very, very adept and very clever at taking an open rulemaking proceeding on eliminating the national ownership cap that lay dormant through the Biden administration and the Rosenworcel FCC and reviving that by refreshing the record.

Now I think that all the comments are in, and I think most notably the last comments that were filed in the reply comment pleading cycle, which is why these things take a while, was a unity petition filed by the National Association of Broadcasters, Sinclair Broadcast Group, Nexstar Media Group, and then three of the four networks that also filed in support of eliminating the national ownership cap, which was every network owner with the exception of Comcast. The universe of local broadcasting as well as the network owners are speaking virtually with one voice that this is an outdated regulation. We don’t compete against each other. We compete against big tech, and we need to be unshackled from outdated and outmoded regulations. I think we have a pretty clear line of sight that that is going to happen.

I have a high degree of confidence in the Trump administration and the heads of the FCC, Brendan Carr, and at DOJ from Pam Bondi to Gail Slager, that they will look at these regulations in the light in which they exist today, realize they make no sense, and eliminate those barriers to our industry growing.

Brian, Bank of America, Bank of America: Maybe if folks listening aren’t fully clear, is the Tegna acquisition contingent on getting that regulatory approval, that cap lifted?

Perry Sook, Chairman and CEO, Nexstar Media Group: The FCC can always take actions on transactions they believe to be in the public interest. We believe that the pendency of an order eliminating the national ownership cap will happen sometime before the end of the year. It could happen as early as this month, but may or may not happen because the Chairman has to digest the comments that were filed and write his order. We certainly believe that the line of sight is that the national ownership cap will be eliminated, and that will be during the pendency of our FCC and DOJ approval processes. At that point, you’re dealing with the local ownership rules, which the Eighth Circuit Court has already vacated the prohibition against owning two of the top four rated stations in a marketplace. That has yet to be signed into law, but that is fairly imminent.

We believe that down the road, the FCC will launch a notice to propose rulemaking to receive comments on the local ownership rules that would remain and whether they should be eliminated or modified in any way. We think that the administration has been consistent that they want to eliminate unnecessary and outmoded regulations and that they’re making good on that vision and that promise.

Brian, Bank of America, Bank of America: Absolutely. Turning specifically, you know there’s a lot of different aspects of the media sector that you and your company have looked at or have been involved in over the years, whether it’s traditional broadcast networks, cable networks, sports assets. What continues to make the broadcast model attractive to you? Why Tegna?

Perry Sook, Chairman and CEO, Nexstar Media Group: I have said in other conversations that the local media space, which has largely been ignored because everybody’s focused on networks and streaming and top-down and national media, the local media space, which has been ignored, is one we’ve chosen to build a dominant position in. It’s that last mile connection with both the viewer and the advertiser that I say is the least sexy, most sticky part of the media ecosystem. You know, in the upfront that was just concluded, the national media holding companies did business with the national agency holding companies, and probably five dozen, maybe a few more advertisers placed business in the upfront. It’s very concentrated, big dollars, but from a fairly short list of clients. Contrast that with us.

We have over 43,000 different customer skews in Nexstar, so different SMBs that we do business with across the 40 states in which we operate in. The dollar volume of each may not be hugely significant, but the collective dollar volume, it’s a large tail and a much more diversified revenue base than at the national level. We don’t have red carpet openings or premieres, but we go to the opening of supermarkets, of car dealerships, of furniture stores. At our essence, we are a local service business. We produce local content that is relevant, interesting, informative, contextual, accurate, not biased at the local level. Our business reason to exist is we help local businesses sell stuff. All transactions, no matter whether you’re buying from a digital website or walking into a store, happen at a local level.

We are at that point of purchase with a branded relationship with both the viewer and the business owner. We have this better than 2,000-person local sales force. That’s a huge asset, right? That and our 6,000 journalists, it’s prohibitively cost-ineffective to try and build something to compete with that. It’s kind of got a built-in moat that a lot of people would like to aggravate local content. A lot of folks have tried to build local sales forces to sell digital assets. None have been successful so far. Not to say that they won’t continue to try, but we’re already there. We have those relationships. We have proven to be good fiduciaries.

You don’t have to call a call center when you have a problem that you didn’t get your fulfillment on your digital ad buy or your spot didn’t run because the ballgame ran over and the late news didn’t run that night. You see that person at a service club or the next week at a school PTA meeting or whatever. We’re at the touchpoint. We can do local activation at scale, which is really what all advertisers want. The whole reason advertising exists is to make the cash register ring. We’re very close to that point of purchase. That’s the unique selling proposition and really what all advertising is there to do, which is to move product. We’re at the point of purchase.

You couldn’t ask for a much better position than that in terms of the media ecosystem, which is why we’ve chosen to focus and specialize in the local moat.

Brian, Bank of America, Bank of America: Thank you very much. Yeah, understood. Your company has been a very successful and famous kind of consolidator of some other big assets, Media General in 2017, Tribune, I think 2019. How do you think about the Tegna acquisition in the context of some of those success stories for you guys? Is there a playbook that is still valid? How has it evolved and what you might do post-acquisition?

Lee Ann Gliha, EVP and CFO, Nexstar Media Group: Yeah, I mean, look, in a lot of ways, it’s very similar because it’s a television broadcaster buying a television broadcasting company. We’ve really done a lot of the same work in terms of determining what those synergies can be and looking at that opportunity. The difference is that this time we’ve got 35 of the 51 markets that Tegna operates in are markets that we are also in, and it’s a little bit more of an opportunity in those markets that can be incrementally helpful. I think the offset to that is, you know, when you think about what’s gone on since the last deal we did, which was Tribune in 2019, and today, a lot of companies have taken the opportunity to kind of rationalize their cost base already.

There’s a little bit less meat on the bone, but then that’s offset by the fact that we’ve got a little bit more of this overlap market opportunity that’s coming at us.

Brian, Bank of America, Bank of America: Great. If this vision for deregulation or, you know, we had Olivia Trusty yesterday, and she kind of borrowed some of the language you were saying, but getting rid of outdated or, you know, regulations that have outlasted their relevancy. If that’s achieved, how do you see your industry or even the broader media industry evolving over the next five years? Is it going to look very different? There’s just going to be a little more consolidation. Is there any other kind of knock-on effects you can envision?

Perry Sook, Chairman and CEO, Nexstar Media Group: I think at the local level, how we do what we do could continue to evolve, how we reach the consumer, how we deliver the B2C message to the consumer from the business owner. That could change the delivery mechanism, or we just have more opportunities to do that, display our content, and deliver advertising messages. It doesn’t change the basic business reason that we exist. I think structurally, there’ll be more consolidation. You need big, strong companies to even attempt to have a fair fight with big tech. No one wants their local news delivered from a chatbot. There is a vested interest. I think there’s a national interest in having a free and independent press. When you think of what’s happened in newspapers, what’s happened in radio, the last bastion for a free and independent press is local broadcasting newsrooms.

I think that, you know, five years from now, there’ll probably be two companies that are in the local station business that investors care about. There may be some more companies that are in that business, but they may not be public or may not be companies big enough for investors to care about. I think you’ll probably have two. The interesting thing is, I think we have a first-mover advantage in that if the transaction proceeds to the finish line as it’s constructed, we’ll reach 80% of the U.S. Our next closest competitor reaches approximately mid-30% of the U.S. There’s almost not enough buy of viable TV stations to build a platform locally to compete with us. I think there will be some additional consolidation in addition to whatever we may decide we want to follow on transactions with once we have executed on the Tegna acquisition.

Brian, Bank of America, Bank of America: Excellent. Just kind of switching topics a little bit, turning to sports. We just heard from one of the biggest names in sports, ESPN, and Jimmy Pitaro a few minutes ago. You know, ESPN’s entering with its unbundled streaming product very soon or is already in the market, Fox One. What are the implications, if any, for this kind of unbundling of some of the sports products or direct-to-consumer sports products in the market for your business or the subscribers or viewership or anything?

Lee Ann Gliha, EVP and CFO, Nexstar Media Group: I mean, maybe I’ll take that one. I think, you know, we’re optimistic that the advent of Fox and ESPN will be neutral and potentially net positive for the pay-TV industry. We note that both Disney and Fox are very invested in the success of the pay-TV ecosystem on a go-forward basis. They both have substantial other assets that benefit from making sure that that is a viable ecosystem. They’ve really designed these products to be complementary to the overall pay-TV product and not cannibalistic. We think that they’ve, and that’s really, you know, evident in the pricing that they’ve put out. It’s really kind of respectful of the wholesale pricing that we are seeing, you know, sort of overall at $50 combined for Fox and ESPN. Really, you kind of have to make a decision.

Do you want to do that or do you want to just, you know, buy the full pay-TV bundle? I think the other piece of it is these guys have said, you know, specifically they’re focused on targeting the cord-nevers, the people that are the cordless audience. If that is the opportunity, we think that could be potentially incrementally beneficial for us, especially with the Fox product, where we will, our stations will be participants in that Fox product and will be able to benefit from that. Fox viewers will have the ability to watch our full content.

Brian, Bank of America, Bank of America: Does that work? Is there a retrans or a fee that you get from, you said you participate in that Fox One? How does that?

Lee Ann Gliha, EVP and CFO, Nexstar Media Group: Yeah, yeah, it’ll be similar to the VMVPD type.

Brian, Bank of America, Bank of America: Okay. Is there any thought or impact to, you know, Netflix, Amazon, big tech have been bidding on sports rights and getting more involved directly in sports in the last few years? Does that change the landscape meaningfully?

Lee Ann Gliha, EVP and CFO, Nexstar Media Group: Yeah, I mean, look, they’ve gotten involved. I think it’s been, you know, there’s been a lot of highlights and commentary about it. If you look at sort of the overall, the lion’s share of the sports rights are still with the traditional media companies. I think the broadcast model and sports are really a marriage made in heaven. If you are a sports owner, you want to make sure that you’ve got the widest possible audience and the best ratings and the best way to get fan engagement, to get, you know, audiences at your events and to have that sort of really fandom and creation of brand value and team value and franchise value is to have that engagement with respect to the broadest audience you can have. That is broadcast.

I mean, we’ve seen that with even just in a microcosm of the whole world with NASCAR, right? We took on the NASCAR Xfinity Series this year. Last year, it was predominantly on cable television. We’ve had double-digit % increase in the ratings. That’s not the same as what’s happened with the Cup, where it’s been the opposite way because they’ve moved from broadcast to streaming and to cable television. I think that, you know, broadcast is a scarce commodity out there as well. There’s only a limited amount of slots. I think there’s always going to be a home for sports on broadcast television because of the real benefit that it brings to those overall teams and leagues.

Brian, Bank of America, Bank of America: Absolutely. Now, another important asset of your firm. You’re a few years into owning and operating The CW. Can you give us an update on that business and that network? I believe profitability has been improving. When do you expect it will be cash flow positive or contribute to the company you’ve done?

Lee Ann Gliha, EVP and CFO, Nexstar Media Group: Yeah, I mean, look, we’re doing what we said we were going to do, right? We have targeted a break-even timeframe of the 2026 year. We’re still on target for that. If you look back, when we bought the business, it was losing hundreds of millions of dollars. It was spending a lot of money on original programming that wasn’t rating very highly. What have we done? We’ve completely transformed the programming lineup for The CW. We now are broadcasting over 40% of the hours that we’re broadcasting as sports programming. We’ve increased the number of hours by 40% as well by adding on that sports programming on the weekends. It’s over 400 hours of programming that we do on the sports side. We’ve done all of that while reducing our programming costs.

That’s really just a testament to being efficient with the dollars that we had to put to work. We’ve put dollars to work here, but it’s been far fewer dollars than what was being previously spent on that original programming. It’s now programming that’s much more interesting for the broader audience that’s tuning into broadcast television to be watching. We’re very excited about the transformation that’s happened, the success we’ve had. We’ve had continuing growth in primetime audience. I think it’s been five quarters in a row of primetime audience growth. In the first half of the year, The CW is the number eight in terms of all rated networks in the country, which is phenomenal. We’re looking forward to continuing that opportunity on a go-forward basis.

Not to mention, the part that we sort of gloss over when we talk about this path to profitability is that we’ve been able to bring back a number of CW affiliations that were on third-party distribution and bring them back onto the Nexstar television stations, which has been incrementally profitable for us because we’ve been able to monetize that through our own distribution contracts. When you bring it all together, we feel very, very good about the outcome here so far.

Brian, Bank of America, Bank of America: I would assume that having higher ratings, more engagement, sports, which is sticky, loyal content with passionate viewers, would strengthen your hand into these affiliate renewal discussions whenever they come up. If I’m right about that and the renewals go well or better than feared, does that pave the way for you to continue investing more in sports? Is there anything about it?

Lee Ann Gliha, EVP and CFO, Nexstar Media Group: No, you’re absolutely right. I mean, look, we’ve chopped a lot of wood with respect to the operating expense side of things. We’ve transitioned the programming. Now we’re all about executing on the revenue side, right? How can we monetize these eyeballs, get the audience growing, generate more advertising revenue because we have more audience, but then also monetize it with our affiliates in terms of the value that we’re bringing to them? Because now, you know, what do they have to offer? Even talking about our own stations, you know, what were they airing on a weekend previously? Was it paid programming? Was it a movie? Now they’ve got, you know, NASCAR on Saturdays and ACC football and basketball and all of this, all of these great content, professional bull riding and the Professional Bowling League now and PAC 12.

It’s a lot of exciting stuff that can be, that’s incrementally beneficial to the stations.

Brian, Bank of America, Bank of America: Great. While we’re on that, we’re talking about revenue, two main buckets of revenue, advertising, distribution. Why don’t we talk about advertising a little bit? This year has been kind of a weird macro year. We had tariff concerns, which impacted the auto industry and other big industries that I know advertise a lot on TV. How are you seeing your local national advertising platform? What are you observing in the ad market broadly?

Lee Ann Gliha, EVP and CFO, Nexstar Media Group: Yeah, you know, we’ve been, it’s not been any sort of crazy falloff that people were worried about with respect to the tariffs. Has it been a little bit of a bumpier year than what we thought it was going to be at the beginning? Yeah. Has it been any sort of major negative? No, I think it’s pretty much business as usual. We have seen a negative impact from auto that has been directly related to the tariff situation. I think people have seen that kind of across the board. I think we benefit a little bit from, if you look at our overall advertising pie, we have about 60% of our revenue comes from services-based businesses rather than goods-based businesses, which does help insulate us a bit from that impact of the tariffs.

Our number one services category is actually attorneys, and they’re not really impacted by any of these tariff-related issues.

Brian, Bank of America, Bank of America: Another area of revenue importance for the network, for the broadcast stations, is always political. Any early thoughts on the midterm political cycle, how you guys might benefit or anything?

Lee Ann Gliha, EVP and CFO, Nexstar Media Group: I think Ad Impact came out with some article yesterday, I believe, saying that they thought that the political advertising spending would be up about 20% in this cycle versus the comparable cycle, which is good. I think they’ve predicted that broadcast would be about the same from the prior cycle to this cycle. We’re feeling great about it. I think broadcast continues to be the number one place that political candidates put their dollars to work because it is a very concentrated, local election and a local audience that we deliver.

Brian, Bank of America, Bank of America: All right, great. Obviously, one of the concerns or things weighing on this entire industry and not just local stations has been cord cutting. Is there a view that this is abating, stabilizing, plateauing? Does it need to? Any general thoughts on what you guys are observing?

Lee Ann Gliha, EVP and CFO, Nexstar Media Group: Yeah, I mean, look, we’re observing the same thing everybody else is observing, which is like you’re starting to see a little bit of positivity out of, you know, the likes of Charter and similar companies that have really done some good work in rebundling all of these direct-to-consumer platforms and creating more value in the bundle. You’re seeing, you know, the economic benefit from cord cutting less and less to the consumer. I think we’ve pointed out in a couple of prior meetings that, you know, if you just look at the composition of the people in the pay-TV ecosystem, it’s, you know, primarily now the folks that are interested in sports and live news. There’s the people that really were not interested in either of those things are mostly out of the ecosystem.

All of these things point towards, you know, the ability for the rate of subscriber attrition to decline. We haven’t quite seen it yet in our numbers, but, you know, we’re looking out there and we can, you know, see that we, you know, there is an expectation amongst most research analysts that that, you know, overall rate of decline will continue to abate. Not be gone, but, you know, be lower.

Brian, Bank of America, Bank of America: Right. NewsNation, one, could you, I guess, remind the audience a little bit what this asset is? Because it’s evolved over the years. It’s become really significant. It’s now a 24/7 operation news channel. How would you describe your current positioning in the cable market? What KPIs are you most focused on as indicators of success in this business? Just thoughts there.

Perry Sook, Chairman and CEO, Nexstar Media Group: Sure. We celebrated our fifth anniversary as a news network on September 1. We launched five years ago with three hours a night of basically a newscast in primetime. This has now morphed into a 24/7 network that has opinion shows, Washington, D.C.-based shows, crime-based shows, a more full-service network. It started as a counter-programming strategy, but has evolved now. If you measure the last 12 months as of last month, the last month for which we had data, it was the fastest growing cable network of all networks over the previous 12 months. The KPIs for me are awareness and growth. When we started, we went from WGN America, which was a rerun network basically, to news. We started with zero awareness, right? We’re now up to about 40% awareness in the general population of NewsNation in five years. That’s really gratifying.

I think that if you look at news viewers, particularly cable news viewers, our awareness is closer to 60%, but that still means almost half the country we still have to introduce ourselves to and continue to build our awareness and share of mind, share of voice. It was developed again on the back of our local journalists, which we employ approximately 6,000 across the country, which is the largest number of journalists employed in the United States by any news gathering organization in the world. Delivering what they do, which is fact-based objective reporting and overlaying that into a national platform. Where we really shine, we have great shows. Chris Cuomo, Ashley Banfield, Elizabeth Farkas, Leland Vittert all do a great job with their shows in primetime, which were guests and opinion. We shine with our breaking news coverage and our general news coverage.

When the LA wildfires unfortunately happened, KTLA, our NewsNation affiliate and our very strong, very fine local station in Los Angeles, was front and center on our coverage. We not only were there, we were at street level. We knew the street names. We knew the public officials’ names before anybody could come in from a national network and begin to assemble their stories. Same with the floods in central Texas. We were there not only during the rescue operation, but with the relief operation as well. When the president was shot at in Butler, we were on the air from Butler carrying that live when most of our competition was in programming because it was the weekend. The way you save costs in a mature organization is to not have original programming.

By and large, we’re four hours a night of what I would call opinion shows that repeat overnight. The rest of the broadcast schedule is live news from Chicago, from D.C., from New York, covering all aspects. We spent a lot of time on the border. We spent a lot of time talking about the surplus of the corn product and can that be monetized at a rate that farmers can get their money back and cover their operating loans because there’s so much of it, the prices are depressed. Not everything has to happen in the Acela corridor. I think that’s the strength of the network as well, serving the center of opinion, highlighting the center of the country and providing an alternative to the other choices that are out there that are generally biased to one direction or the other.

We said the largest swim lane in America is probably the 60% of the country that basically agrees on a lot of things. That opinion doesn’t get expressed because the air is occupied by the extremes, the far extremes on the far right and the far left. I’ve been very pleased with what we’ve been able to build in five years. The network probably has an asset value to us of something shy of $1 billion as an operating entity. It’s been profitable since day one because WGN America had an existing distribution revenue base and existing advertising base. We’ve turned all of that over. The way we financed the growth of the network was when contracts for syndicated programming expired, we plowed that money into journalism, which it took us four years to build from our initial start to a 24/7 news service.

Other than the capital cost, it was all financed organically. Success looks like what CNN is as a financial model, which is probably worth $4 billion, or Fox as a financial model, Fox News, which is probably worth $9 billion. Anywhere between where we are today and where they are is what I consider success. Obviously, the more successful we are, the happier I will be. It’s growing awareness. It’s growing our ad base. We gained share with both The CW and with NewsNation in a challenging national ad market because we were selling growth in a declining cable universe or declining traditional linear television universe. That will take us so far. At this point, all I can ask people to do is take what they’ve been given and grow it and make it better. To that extent, I’ve been very, very pleased, but never satisfied.

Brian, Bank of America, Bank of America: I’m glad you’re spending time talking about it because I think there’s a perception of some of what’s gone in a broadcast industry as its roll-ups, its consolidation, its M&A expertise, which you all have demonstrated time and time again. I think this is a great example of organic innovation with the assets that you have and leveraging these assets and literally standing up a cable network from zero. I think you deserve a ton of credit for that in addition to the, you know, the M&A part of the story.

Perry Sook, Chairman and CEO, Nexstar Media Group: Thank you.

Brian, Bank of America, Bank of America: Just getting back to, I guess, a little bit of the regulatory environment and where we are in 2025, I would just love you to opine a little bit about, like, how can things be better? You’ve worked in this industry for a long time. It’s been heavily regulated, over-regulated relative to, I covered the rest of big tech too, which has been arguably under-regulated and not regulated. You guys have worn this regulatory burden forever. What’s your vision for if the Trump administration and the teams you’re talking to in Washington kind of side with you and kind of hear this, hear this voice? How is it going to serve consumers better, advertisers better, that kind of thing? I’m sure that’s going to be a question they all.

Perry Sook, Chairman and CEO, Nexstar Media Group: Sure. I use the analogy that some people lament the loss of A&P grocery stores or JULT grocery stores or Pathmark being replaced by Walmart. When you fast forward to where we are today, Walmart is a viable alternative and local choice as compared to getting all of your groceries, all of your deliveries, all of your merchandise from Amazon. I think consumers benefit from having a local choice. Same thing in local news. Do you want all of your news from a chatbot delivered by YouTube or Google or Apple or Meta? Or do you want a local choice with 6,000 journalists around the country trying to do their best to report on the news fairly for a local platform that then can find its way into a national platform?

I think that the country has a vested interest in maintaining a free and independent press at the local level, and that’s what we do. How could things be better? All of the outmoded regulations could go away by the end of the week, and the cost of capital could go down about 300 basis points, and things would be better. That would be great. I’d be happy. I don’t think that is all going to happen, but I think over time, all of that will happen. People said, how come regulations haven’t changed? You have the ability in a regulated industry to change rules, but you also have a comment period, right? I think Chairman Carr at the FCC came out the other day and said, I’d like to shrink the public comment period from 30 days to 10 days.

If you’ve got something to say, you can say, why do we have to have a 30-day comment period and then a reply comment period? Why do transactions take six to nine months to get done? It’s because of that process that is, in and of itself, maybe outmoded. You don’t have really a public comment period if Meta buys an AI company, right? They just decide they want to do it. If it gets through an HSR review, then they can usually get that done. I think things are changing, and I think they are changing for the better. We haven’t even talked about Spectrum yet. That could be another half hour in terms of that opportunity and the value creation opportunity for local broadcasting. You know, guess who will pro forma for this transaction have more spectrum assets in the country than anybody else?

You’re listening to them or looking at them right now. We think that’s a huge value creation lever, data casting with ancillary uses of our 3.0 spectrum. That’s layered on top. That’s hidden asset value. That’s a zero-call option appropriately priced maybe at the moment. I think there’s a lot of things.

I’m more excited about the next five years than I have been even the last five years in terms of the opportunities that are in front of this company, the opportunity to change an industry, to evolve an industry, to lead once again, whether it’s virtual duopolies, whether it’s retrans revenue, or whether it’s now helping the regulators open the door, push open the door that’s already open, and give them an incentive now and a reason to do what they are planning to do, which is to clear the way for the transaction by eliminating the prohibitions to it and outdated regulations. We’re excited to be, again, kind of leading our space, which is the local media industry, to a better place and are confident that we’re going to be able to be successful in doing so.

Brian, Bank of America, Bank of America: No, I think the market’s extremely excited. I think we’re, in lots of sectors, awaiting the deregulation trade. I think your acquisition of Tegna has proven to be hopefully a positive catalyst, you know, getting things accelerated. Why don’t we talk about that ATSC 3.0? What are you seeing as the most promising applications for this? Can you explain it a little bit and touch on the spectrum asset?

Perry Sook, Chairman and CEO, Nexstar Media Group: Sure. It’s much like those of us who remember the change from analog transmission to digital transmission, more efficient use of the spectrum. This is transitioning from ATSC digital to 3.0 digital, which is an internet-based technology. It’s compatible with every device. It’s compatible with the rest of the world. I think Venezuela just announced that they were going to go through to a 3.0 standard, as is South Korea and other countries. What it does is it’s more efficient use of the spectrum. Where I can maybe put two HD signals and a couple of SD signals, multi-cast channels on, I can do a dozen of those with the same spectrum. Conversely, if video is not the highest and best economic use of the spectrum, we can get into internet data casting. We can do video to detected car.

We can do a 3D navigation system projected on the windshield. We can be internet backhaul for big data files that we can transmit overnight that take up a lot of bandwidth. Who has watched a sporting event, a live sporting event on the internet glitch-free ever? I don’t think anybody in here would raise their hand. The internet was never meant to be one to many. We can be one to many in data casting. We can provide a backup GPS system for the United States, which doesn’t have one, which President Trump said in his first administration, it’s in the national interest to have one. Both the DOD and the DOT agree with that. We’re working toward and making meaningful progress to providing a terrestrial-based backup to GPS. That’s in the national interest to do so.

That’s just another use of our ATSC 3.0 spectrum, which we think will catalyze the transition, right? It’s not like we got a second channel and we one day turn this one off and turn this one on. The transition will have to be kind of a flash cut because we’re doing it all on the same channel. It will have to happen regionally, and it will roll across the country. It’s hard, but it’s not impossible. The payoff is, I think that 10 years from now, maybe five years from now, ancillary uses of the spectrum will contribute as much revenue, more revenue than we get from selling advertising, and potentially as much revenue as we get from distribution today.

From a valuation perspective, if you look at the amount of spectrum that our company will control and multiply it by $0.93 in the last auction or AT&T paid $1.50 earlier this week to Charlie, that implies a multi-billion dollar value to our spectrum. We’re not going to sell it because that eliminates our ability to transmit. When you just think of hidden asset value, it’s like having shale oil and shale gas in Texas. It took 20 years to figure out how to horizontally drill and hydraulically frack to monetize the asset. This may end up taking 20 years if it’s 10 years from now. We have that same kind of hidden asset value. Like I said, it’s a free call option appropriately priced today, but will contribute meaningful value to investors in companies that have local spectrum assets, which streamers don’t have. Networks maybe have some stations.

Brian, Bank of America, Bank of America: What would be one of the revenue models, or, you know, if you imagine, because I understand the spectrum definitely has value. I think most investors agree, but spectrum has been this quirky asset, if you ask Charlie Irwin as well, over the years and investors trying to value it. What would be the revenue model? Would it be like a GPS provider would pay an annual contract?

Perry Sook, Chairman and CEO, Nexstar Media Group: Yeah, you know, it’s already being used. 3.0 is being used in South Korea for precision agriculture, right? You don’t need to have a tractor driver to get it to go up and down the field. We can control that by a terrestrial-based GPS system. Anything that needs to know where it is, or you need to know where it is, a delivery fleet, a taxi service, an Uber driver, you know, the autocorrect of our GPS to satellite-based GPS. We bring it down to a factor of a few inches to a foot rather than a few meters, and that’s do we deliver the package to the right house or the wrong house on the street. Internet backhaul. We are the wireless connector of the Internet of Things. We do it terrestrial, and we can do it point to multipoint.

You can just think of it, you know, you’re almost, what we’re doing is we’re not trying to say, here’s the service we’re trying to sell. It’s like, here’s the toll road. Here’s an open source development kit. You decide how you want to use it and how much you want to pay for it, and we’ll decide if we want to do business. That’s coming. We are part of a consortia with Scripps, Sinclair, and Gray. It’s called Edge Beam Wireless. Tegna is not a member of that consortia. When we acquire, we’ll be able to enter their spectrum into this JV. It’s to mine for, and it’s a business development agent for monetization of ATSC 3.0 spectrum.

I believe you’ll start to see proof of concept and money flowing to that organization and then ultimately to our participating spectrum holding stations in 2026 and fairly early on in 2026.

Lee Ann Gliha, EVP and CFO, Nexstar Media Group: One other thing I would just add there that differentiates from Charlie Spectrum is we actually already have our infrastructure built out. We have towers everywhere. We don’t have to spend a bunch of money to go and build out that infrastructure. It’s in existence today.

Brian, Bank of America, Bank of America: One last question I want to get to because we’ve talked about a lot, but one of the benefits of your company has been strong free cash flow generation, great capital allocation. What is your philosophy around capital allocation, buybacks? What is a pro forma leverage going to look like and that kind of?

Lee Ann Gliha, EVP and CFO, Nexstar Media Group: Yeah, look, we have always said we’ve been, while we were sort of stymied from doing any acquisitions, we were utilizing our excess free cash flow to buy back our own company, so buy back our own stock. Now that we will have a deal to do, we’re going to redeploy that excess free cash flow to pay down debt and to deleverage the business as quickly as we can. That’s really been our MO, right? We do, you know, borrow some capital and then use that excess cash flow to kind of delever back to where we were on a go-forward basis. I think at the time we close, we should be around 4x leverage and we should be able to kind of be back to where we are, you know, depending on interest rates, but sometime in 2028.

Brian, Bank of America, Bank of America: Experts at M&A on the cusp of a catalytic transformational deal, deregulation trade, free cash flow powerhouse, organic innovation with this NewsNation network, which people underappreciate, hidden value in the spectrum. What’s not to like?

Perry Sook, Chairman and CEO, Nexstar Media Group: It’s a living.

Brian, Bank of America, Bank of America: It’s a living.

Lee Ann Gliha, EVP and CFO, Nexstar Media Group: Thank you, Brian.

Brian, Bank of America, Bank of America: Thank you very much again for doing this. Really appreciate it.

Perry Sook, Chairman and CEO, Nexstar Media Group: Thank you very much. Appreciate it.

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