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. 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.

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. In addition, solid results from our entertainment programming lineup drove The CW's sixth consecutive quarter of primetime ratings growth year to date.

That's an impressive increase over the 45 times we accomplished that for the full year of 2024. 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. 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.

What went well
  • Non-political advertising was essentially flat in the third quarter, better than the guided low single-digit decline, as growth in national advertising, strong local digital growth and the absence of political crowd-out offset softer local advertising.
  • Nexstar announced its definitive agreement to acquire TEGNA for $6.2 billion, adding 64 top-performing stations primarily in the top 75 DMAs and creating a combined pro forma entity with over $8 billion in revenue and $2.56 billion of adjusted EBITDA.
  • CW Sports delivered its best quarter since the launch of live sports in Q1 2023, and the CW achieved its sixth consecutive quarter of prime time ratings growth, surpassing big four telecasts 250 times year to date versus 45 times for all of 2024.
  • The CW reduced losses by $5 million or 24% year over year in the quarter, keeping it on track for roughly 25% full-year loss improvement and breakeven in 2026.
  • NewsNation ranked as the number one basic cable network for year-over-year growth, surpassing MSNBC 57 times and CNN 39 times in head-to-head telecasts year to date versus 4 and 2 times respectively in 2024.
  • Third quarter direct operating and SG&A expenses declined $23 million or 3% on operational restructuring initiatives, and cash taxes benefited from the One Big Beautiful Bill Act's bonus depreciation and software amortization deductions.
What went wrong
  • Third quarter net revenue fell 12.3% to $1.2 billion, primarily reflecting a $145 million year-over-year decline in political advertising to about $10 million in the off-cycle year.
  • Adjusted EBITDA declined $152 million to $358 million (a 29.9% margin) and adjusted free cash flow fell to $166 million from $327 million.
  • Distribution revenue declined 1.4% to $709 million, dragged down by the resolution of a non-recurring disputed customer claim; without it, distribution revenue would have been slightly up.
  • Income from the 31% TV Food Network equity stake declined $12 million versus the prior year on lower revenue, and corporate expense rose $15 million on TEGNA deal and settlement costs.

Guidance Changes

MetricPeriodCurrent guidance
Non-political advertisingQ4 2025Decline in the very low single digits year over year (new; benefiting from absence of political crowd-out but offset by ad softness and tougher programming comps)
The CW lossesFY2025Losses lower than 2024 by about 25%, breakeven sometime in 2026 (reiterated)
TEGNA synergies1 to 2 years post-closeAbout $300 million (roughly 45% net retrans, remainder from operations) (reiterated; medium-term facilities consolidation seen adding more over time)
CapExQ4 2025About $32 million plus $6 million capitalized software, plus a $21 million building purchase (new)
Interest expenseQ4 2025About $88 million (new)
Cash taxesQ4 2025About $45 million (new)

Performance Breakdown

MetricYoYNote
Net revenue -12.3% to $1.2 billion year-over-year reduction in political advertising in the off-cycle year
Distribution revenue -1.4% to $709 million MVPD subscriber attrition and resolution of a non-recurring disputed customer claim, offset by rate increases and vMVPD growth; would have been slightly up without the dispute
Advertising revenue -23.5% to $476 million $145 million decline in political advertising; non-political essentially flat
Adjusted EBITDA -$152 million to $358 million (29.9% margin) primarily the election cycle
Adjusted free cash flow $166 million versus $327 million lower EBITDA and higher programming payments, partly offset by lower interest and favorable cash tax timing

Earnings Call Themes & Trends

TopicPrevious mentionCurrent periodTrend
TEGNA acquisitionNot yet announcedDefinitive $6.2 billion agreement announced; DOJ second request received October 30, TEGNA shareholder vote set for November 18, closing expected second half of 2026—
Regulatory deregulationRefresh-the-record proceeding open; 8th Circuit vacated top-four rule8th Circuit mandate issued October 21; 37 license transfer applications prepared pending government reopening; deregulatory rulemakings expected first half of 2026—
The CW turnaroundAbout 25% loss improvement in 2025, profitability in 2026Losses cut 24% in Q3; record CW Sports quarter; on track for ~25% full-year improvement and breakeven in 2026—
Leadership continuityPrior questions about retirement timelinePerry Sook extended his employment agreement as chairman and CEO through March 31, 2029—
2026 political outlook—Way-too-early forecast points to a prodigious amount of political revenue in 2026 based on Nexstar's geography, with broadcast still dominant and CTV the fastest-growing category—

Q&A Summary

Why are you confident the TEGNA deal closes on time, and is the Q3 distribution item one-time or does it flow into Q4?
Sook cited the October 21 8th Circuit mandate eliminating the top-four rule, 37 prepared license applications, and a deregulation-focused administration, plus genuine internal enthusiasm for the deal; Biard confirmed the distribution item was a truly non-recurring one-time anomaly that will not linger into Q4.
What might the rest of the industry look like in a few years, and are there implications for Nexstar if others consolidate or not?
Sook said a strong industry needs strong companies and Nexstar welcomes healthy competitors, positioning itself as the poster company for the industry's future; Biard added the company is not afraid of competition and supports healthy peers against big tech and big media.
What is the outlook for the next political cycle and how might dollars flow between broadcast and CTV?
Sook said Nexstar's geography should produce a prodigious amount of 2026 political revenue from toss-up races, ballot propositions and redistricting, with broadcast remaining the dominant repository while CTV stays the fastest-growing category.
What are your biggest priorities post-TEGNA, and how will you approach the CTV market at scale?
Sook named business-process modernization of ad buying/selling, further accretive acquisitions, and monetizing non-video ATSC 3.0 spectrum reaching ~80% of the country; on CTV he argued broadcast already provides ubiquitous direct-to-consumer reach without the billions in streaming losses.
How do you get to the $300 million of TEGNA synergies, and could combined scale enhance local news?
Sook cited nine markets (e.g., Dallas using WFAA's newsroom for the CW affiliate) where combined stations can add local news; Gliha said synergies mirror the Tribune deal at roughly 45% net retrans and the rest from corporate overhead, operational efficiencies and 35 of 51 overlap markets, with more expected over time from facilities consolidation.
Could core advertising be stable or grow in 2026 given more sports on air despite political crowd-out?
Sook said the substantial political displacement makes core advertising growth unlikely in 2026, though the Winter Olympics falling early should monetize well and improving rates, confidence and tariff resolution point to more tailwinds than headwinds overall.
How is the Q4 advertising trajectory shaping up by category and market?
Gliha said no major category changes are expected, with some sports betting benefit from Missouri, but Q4 faces pressure from lapping NASCAR at The CW last year and some one-time items in the national digital business.
Are you still expecting gross and net retrans revenue flat for the full year?
Gliha said guidance is not re-updated, but distribution was flattish over the first three quarters and would have been up without the one-time dispute resolution, so investors can extrapolate from there.

More on Nexstar Media Group, Inc.

Reported 2025-11-06 · figures from the Nexstar Media Group, Inc. Q3 2025 earnings call.

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