Financial Performance - Revenues for Q3 2025 were $650,791,000, a decrease of 19.3% compared to $806,827,000 in Q3 2024[11] - Operating income for the nine months ended September 30, 2025, was $323,557,000, down 36.5% from $509,312,000 in the same period of 2024[11] - Net income for Q3 2025 was $37,116,000, a decline of 74.8% from $147,188,000 in Q3 2024[11] - Earnings per share for Q3 2025 were $0.23, compared to $0.89 in Q3 2024, reflecting a decrease of 74.2%[11] - Adjusted EBITDA for Q3 2025 was $130.7 million, a decline of 51.6% from $269.5 million in Q3 2024[25] - Total comprehensive income for Q3 2025 was $37.6 million, compared to $148.6 million in Q3 2024[25] - Net income for the nine months ended September 30, 2025, was $163,325, a decrease of 60.0% compared to $418,479 in 2024[16] - Total comprehensive income for the quarter ended September 30, 2025, was $37,612, compared to $148,560 in 2024, reflecting a significant decline[18] Cash Flow and Liquidity - Cash flow from operating activities for the nine months ended September 30, 2025, was $218,625,000, down from $435,216,000 in the same period of 2024[16] - Cash and cash equivalents at the end of Q3 2025 were $232,775,000, a decrease of 56.6% from $536,253,000 at the end of Q3 2024[16] - As of September 30, 2025, cash and cash equivalents totaled $232.8 million, with unused borrowing capacity of $738.2 million under a $750 million revolving credit facility[52] - The balance of cash and cash equivalents at the end of the period was $232,775, a decrease of 56.6% from $536,253 at the end of September 2024[16] Debt and Liabilities - Total liabilities decreased to $3,691,286,000 as of September 30, 2025, from $4,301,488,000 at the end of 2024, representing a reduction of 14.2%[9] - Long-term debt decreased to $2,530,015,000 as of September 30, 2025, from $3,076,451,000 at the end of 2024, a reduction of 17.8%[9] - The fair value of total debt decreased to $2.54 billion as of September 30, 2025, from $2.98 billion on December 31, 2024, primarily due to early repayment of $550 million unsecured notes[60] - The company repaid $550,000,000 in debt during the nine months ended September 30, 2025[16] Equity and Shareholder Returns - The balance of total equity as of September 30, 2025, was $3.1 billion, an increase from $3.0 billion as of June 30, 2025[20] - Dividends declared were $0.125 per share, totaling $20.1 million for Q3 2025[25] - TEGNA's retained earnings increased to $8.59 billion as of September 30, 2025, compared to $8.55 billion at the end of 2024, reflecting a growth of 0.5%[9] Mergers and Acquisitions - On August 18, 2025, TEGNA Inc. entered into a Merger Agreement with Nexstar Media Group, Inc.[27] - The Merger Agreement stipulates that TEGNA's common stock will be converted into cash at $22.00 per share at the Effective Time of the Merger[28] - The Merger is expected to close in the second half of 2026, pending stockholder approval and regulatory approvals[29] - TEGNA will pay Nexstar a termination fee of $120 million under certain circumstances if the Merger Agreement is terminated[30] Operational Expenses - Programming expenses for Q3 2025 were $247.6 million, an increase of 1.0% from $243.4 million in Q3 2024[25] - Employee compensation costs for Q3 2025 were $172.0 million, down 4.0% from $182.8 million in Q3 2024[25] - The company incurred $0.2 million in expenses related to a commercial agreement with MadHive in Q3 2025, significantly lower than $16.4 million in Q3 2024[71] Impairments and Provisions - A $2.1 million impairment charge was recognized in the third quarter of 2025 related to other equity investments[47] - As of September 30, 2025, the allowance for doubtful accounts increased to $4.5 million from $2.8 million as of December 31, 2024[37] Legal Matters - The company has ongoing litigation matters but does not expect any material liability from these proceedings[70] - TEGNA collectively agreed to pay $48 million in settlements with co-defendants while denying any liability or wrongdoing[68] - TEGNA is involved in ongoing antitrust litigation concerning local television advertising practices, with claims asserted against it deemed without merit[66][69]

Revenue Performance - Total company revenue decreased 19% to $651 million compared to $806 million in Q3 2024[3] - Distribution revenue decreased 1% to $358 million, impacted by subscriber declines[3] - Advertising and marketing services (AMS) revenue decreased 12% to $273 million due to macroeconomic challenges and the absence of Summer Olympic games[3] - Total revenues for the nine months ended September 30, 2025, were $2,005,885, a decrease of 10% compared to $2,231,442 in 2024[16] - Total revenues for the quarter ended September 30, 2025, were $650,791, a decline of 19% from $806,827 in 2024[17] Income and Earnings - GAAP net income attributable to TEGNA Inc. was $37 million, a 75% decrease from $147 million in Q3 2024[15] - GAAP earnings per diluted share were $0.23, down 74% from $0.89 in the same quarter last year[15] - Net income attributable to TEGNA Inc. for the nine months ended September 30, 2025, was $163,709, reflecting a 61% decline from $419,152 in 2024[16] - Basic earnings per share dropped to $1.01 for the nine months ended September 30, 2025, down 59% from $2.44 in 2024[16] - Earnings per share (diluted) for the nine months ended September 30, 2025, was $1.00, down from $2.44 in 2024, reflecting a decline of 59.0%[27] Operating Performance - Total company Adjusted EBITDA decreased 52% to $131 million, primarily due to lower political advertising revenue[3] - Adjusted EBITDA for the nine months ended September 30, 2025, was $417,862,000, down from $619,417,000 in 2024, reflecting a decline of 32.5%[27] - Operating income decreased by 36% to $323,557 for the nine months ended September 30, 2025, down from $509,312 in 2024[16] - Operating income for the nine months ended September 30, 2025, was $345,074,000, compared to $533,601,000 in 2024, a decrease of 35.3%[27] - Adjusted operating income (non-GAAP) for the quarter ended September 30, 2025, was $106,824,000, compared to $240,493,000 in 2024, a decrease of 55.6%[27] Cash Flow and Debt - Net cash flow from operations was $59 million, with Adjusted Free Cash Flow at $64 million[3] - Cash and cash equivalents totaled $233 million at the end of Q3 2025, with net leverage at 2.9x[7] - Adjusted free cash flow for the quarter ended September 30, 2025, was $64,332,000, compared to $222,404,000 year-to-date, indicating a significant reduction in cash flow[28] - Total outstanding principal debt as of September 30, 2025, was $2,540,000,000, with net debt calculated at $2,307,225,000 after accounting for cash and cash equivalents[30] - The net leverage ratio as of September 30, 2025, was 2.9x, indicating the company's debt levels relative to its earnings[32] M&A Activity - TEGNA has entered into a definitive agreement with Nexstar Media Group for acquisition at $22.00 per share, valuing the transaction at $6.2 billion[4] - TEGNA has suspended share repurchases and will continue to pay regular quarterly dividends until the transaction closes[5] - The company incurred M&A-related costs of $12,368,000 for the nine months ended September 30, 2025, compared to $2,290,000 in 2024, indicating increased expenses related to mergers and acquisitions[27] Other Financial Metrics - Political revenue for the nine months ended September 30, 2025, plummeted by 88% to $21,689 from $185,789 in 2024[17] - Advertising & Marketing Services revenue for the nine months ended September 30, 2025, was $847,631, a decrease of 6% from $904,299 in 2024[17] - Total operating expenses for the nine months ended September 30, 2025, were $1,682,328, a decrease of 2% compared to $1,722,130 in 2024[16] - Interest income increased by 20% to $22,176 for the nine months ended September 30, 2025, compared to $18,469 in 2024[16] - The company reported a net loss attributable to redeemable noncontrolling interest of $384 for the nine months ended September 30, 2025, down 43% from $673 in 2024[16] - Retention costs for cash in the nine months ended September 30, 2025, amounted to $2,974,000, reflecting ongoing investment in employee retention strategies[28]

Core Insights - TEGNA Inc. has entered into a definitive agreement with Nexstar Media Group for the acquisition of all outstanding shares at $22.00 per share, valuing the transaction at $6.2 billion, expected to close in the second half of 2026, pending regulatory and shareholder approvals [1][2]. Financial Performance - Total revenue for the third quarter of 2025 decreased by 19% to $651 million, primarily due to lower political advertising revenue and a decline in advertising and marketing services revenue [4][17]. - Distribution revenue fell by 1% to $358 million, attributed to subscriber declines, partially offset by contractual rate increases [4][17]. - Advertising and marketing services revenue decreased by 12% to $273 million, impacted by macroeconomic challenges and the absence of Summer Olympic games [4][17]. - GAAP operating expenses decreased by 3% to $559 million, driven by cost-cutting initiatives, although M&A-related costs increased [4][14]. - GAAP net income attributable to TEGNA Inc. was $37 million, a 75% decrease compared to the previous year, with diluted earnings per share at $0.23 [4][14]. Cash Flow and Debt Management - Net cash flow from operations was $59 million, with adjusted free cash flow at $64 million [4][34]. - TEGNA returned $20 million to shareholders through dividends during the third quarter [4]. - The company called the full $550 million of its 4.75% senior notes due March 15, 2026, which contributed to an 8% decrease in interest expense to $39 million [4][14]. Business Updates - TEGNA has suspended share repurchases but plans to continue paying regular quarterly dividends until the transaction with Nexstar closes [5]. - TEGNA stations received six national Edward R. Murrow Awards, highlighting the company's commitment to quality journalism [8]. Non-GAAP Financial Measures - Adjusted EBITDA for the third quarter decreased by 52% to $131 million, primarily due to lower political advertising and AMS revenue [4][32]. - The net leverage ratio at the end of the third quarter was 2.9x, indicating the company's debt levels relative to its earnings [4][39].

Core Viewpoint - Nexstar Media Group is progressing towards closing its $6.2 billion acquisition of Tegna by the second half of 2026, which would significantly reshape the local broadcast sector in the U.S. [1][2] Financial Performance - Nexstar reported third-quarter revenue of $1.2 billion, a decrease of 12% from the same period last year, with earnings per share at $2.14, down from $5.63, falling short of analysts' expectations of $4.51 [3][4]. Acquisition Progress - The company is optimistic about the acquisition, with Tegna filing its proxy statement and a shareholder vote scheduled for November 18. Nexstar has begun engaging with regulatory agencies and submitted initial paperwork [5]. - The U.S. Court of Appeals for the Eighth Circuit's ruling last summer, which vacated the "top four" ownership ban, has contributed to Nexstar's optimism regarding the acquisition [5]. Regulatory Environment - The FCC plans to review the current ownership cap in 2026, but it remains uncertain if the agency can lift restrictions without Congressional intervention. The outcome of the mid-term elections could impact the Nexstar-Tegna deal [6]. Industry Outlook - Nexstar's CEO emphasized the need for strong companies in the industry and expressed confidence that Nexstar would lead the future of local broadcasting through financial strength and innovation [3][7]. - The company has identified nine markets where it could introduce additional local news programming, enhancing its content offerings [7]. CW Network Performance - The CW network, in which Nexstar acquired a controlling stake in 2022, has reduced its losses and anticipates breaking even by mid-2026, with sports programming now constituting 40% of its content [8].

Core Insights - The U.S. Department of Justice is reviewing Nexstar Media's $3.54 billion acquisition of Tegna, which would significantly enhance Nexstar's position in the local television market [1] Group 1 - The acquisition aims to create a local-TV powerhouse by combining Nexstar Media and Tegna [1] - The Department of Justice has requested additional information and documents related to the deal [1]

Upgrades - UBS upgraded UiPath (PATH) to Neutral from Sell with a price target of $17, up from $10, citing that near-term GenAI risk fears appear "overdone" [2] - Needham upgraded TransMedics (TMDX) to Buy from Hold with a price target of $148, indicating that U.S. sales are likely to beat consensus in Q3 according to their transplant tracker [2] - Deutsche Bank upgraded CME Group (CME) to Buy from Hold with a price target of $300, up from $266, believing that organic growth initiatives will drive earnings growth into the high single digits by 2026 [3] - Roth Capital upgraded Core Scientific (CORZ) to Buy from Neutral with a price target of $23.50, up from $17, assuming that the takeover by CoreWeave (CRWV) will not go through [4] - JPMorgan upgraded LendingClub (LC) to Overweight from Neutral with a price target of $22, up from $17, noting that the company has "more ways than ever" to grow originations and profits [5] Downgrades - Mizuho downgraded Enphase Energy (ENPH) to Neutral from Outperform with a price target of $37, down from $50, due to reduced residential solar demand and lower market share [6] - Mizuho downgraded Hologic (HOLX) to Neutral from Outperform with a price target of $78 after the company agreed to be acquired in a transaction valued at up to $79 per share [6] - Wells Fargo downgraded Tegna (TGNA) to Equal Weight from Overweight with an unchanged price target of $22, citing the pending Nexstar (NXST) acquisition [6] - H.C. Wainwright downgraded Avadel Pharmaceuticals (AVDL) to Neutral from Buy with a price target of $20, down from $36, following a definitive agreement to be acquired by Alkermes (ALKS) [6] - Citi downgraded Arcturus Therapeutics (ARCT) to Neutral from Buy with a price target of $12, down from $49, due to disappointing results from the ARCT-032 Phase 2 trial [6]

Core Insights - TEGNA operates as one of the largest local broadcasters in the U.S., focusing on local news, weather, lifestyle, and sports programming, while increasingly relying on live sports to attract audiences amid declining linear TV viewership [1][4] Group 1: Partnership and Audience Reach - TEGNA's renewal of its partnership with Altitude Sports is strategically significant, allowing its Denver stations to broadcast 20 Denver Nuggets and 20 Colorado Avalanche games free over-the-air, reaching nearly 3.5 million viewers without requiring a cable subscription [2][5] - This partnership enhances TEGNA's distribution while preserving Altitude's production and established on-air talent, ensuring continuity for fans [2][5] Group 2: Competitive Landscape - TEGNA faces competition from Fox, Nexstar, and Sinclair in the live sports programming space, with each competitor leveraging different strategies to engage audiences and advertisers [3] - Fox maintains a strong presence in regional sports broadcasting, while Nexstar aggressively expands into live sports through rights deals, and Sinclair, despite financial challenges, remains influential in local sports distribution [3] Group 3: Investment Outlook - The extension of the Altitude Sports partnership highlights TEGNA's strategy to utilize local sports to enhance community presence and advertising revenue, potentially supporting ad pricing and sponsorships [4] - The success of this model in other markets and sports partnerships will be crucial for TEGNA, as live sports could serve as a growth lever to counteract declining linear TV consumption [4]

Core Viewpoint - The cancellation of "Jimmy Kimmel Live!" by ABC and Disney has created significant ripples in the broadcast industry, with competitors like Nexstar Media Group leveraging the situation amid political unrest [2][3]. Industry Impact - The suspension of "Jimmy Kimmel Live!" on September 17, 2025, was a response to comedian Jimmy Kimmel's controversial comments, leading to alternative programming being aired by other networks [3]. - Nexstar Media Group has chosen to keep the show on pause indefinitely, a decision that may reflect both viewer alienation in swing markets and a strategic move to align with the current administration as it seeks to acquire Tegna, Inc. in 2026 [4][8]. Strategic Moves - Nexstar's founder, Perry Sook, is seen as potentially exploiting the turmoil to advance the company's acquisition bid for Tegna, indicating a strategic alignment with regulatory pressures [5][8]. - The decision to pull politically charged programming could signal Nexstar's willingness to censor content under the guise of serving the "public interest," which aligns with Sook's previous statements on reducing "activist journalism" [8]. Regulatory Environment - The FCC's focus on enforcing the "public interest rule" raises questions about the definition and implications of such regulations, particularly concerning perceived biases in broadcasting [6]. - Concerns about media polarization and censorship are heightened as local affiliates like Nexstar gain more control over national content, potentially shifting power dynamics in the industry [11]. Future Considerations - The ongoing situation with Nexstar and its potential acquisition of Tegna could lead to increased media consolidation, raising anticompetition concerns and impacting the diversity of viewpoints available to the public [8][11]. - The ability of large affiliate owners to censor content may challenge the traditional network-affiliate relationship, affecting the autonomy of national broadcasters [9][11].

Core Viewpoint - The suspension of Jimmy Kimmel's show by local affiliates Nexstar and Sinclair highlights the complex relationship between local TV stations and national broadcasters, particularly in the context of differing audience values and programming decisions [1][16]. Group 1: Company Overview - Nexstar Media Group operates 28 ABC affiliates and owns or partners with over 200 stations across 116 U.S. markets, including major cities like Nashville and New Orleans [5][6]. - Sinclair Broadcast Group operates 38 local ABC affiliates and owns or provides services to 178 TV stations in 81 markets, maintaining a conservative viewpoint in its broadcasts [7][8]. Group 2: Recent Developments - Nexstar announced a $6.2 billion deal to acquire TEGNA Inc., which owns 64 additional TV stations, pending changes to FCC rules on station ownership [6][17]. - Sinclair has decided to preempt Kimmel's show with local news programming, indicating ongoing discussions with ABC regarding the show's potential return [7][17]. Group 3: Industry Dynamics - Local affiliates rely on national broadcasters for programming while also producing their own local content, sharing advertising revenue [9][10]. - The balance of power may favor ABC over local affiliates, as the ABC network constitutes a small percentage of Disney's overall revenue, allowing for alternative distribution methods [15][16]. Group 4: Controversies and Influence - Sinclair faced backlash in 2018 for requiring local anchors to read identical statements, showcasing the influence of corporate directives on local news [12][17]. - The current situation with Kimmel reflects a broader tension between national programming and the values of conservative-leaning communities served by affiliates like Sinclair and Nexstar [15][16].

Core Viewpoint - The ongoing tension between local TV station owners, specifically Nexstar Media Group and Sinclair Broadcast Group, and national broadcaster ABC regarding the airing of Jimmy Kimmel's show highlights the complex relationship and influence these local affiliates have over national programming [1][2][15]. Nexstar Media Group - Nexstar Media Group operates 28 ABC affiliates and has decided to preempt Jimmy Kimmel's show, emphasizing the need for respectful dialogue in their markets [3][4]. - The company owns or partners with over 200 stations across 116 U.S. markets and is expanding, recently announcing a $6.2 billion deal to acquire TEGNA Inc., which owns 64 additional TV stations [4][5]. - Nexstar's ABC affiliates are located in various cities, including Nashville, New Orleans, and Salt Lake City, and the company plans to focus on local news and relevant programming [3][4]. Sinclair Broadcast Group - Sinclair Broadcast Group operates 38 local ABC affiliates and has a reputation for conservative viewpoints in its broadcasts [6][7]. - The company has stated it will replace Kimmel's show with news programming while discussions with ABC continue regarding the show's potential return [6][7]. - Sinclair owns or provides services to 178 TV stations in 81 markets and also owns the Tennis Channel [7]. Relationship Between Affiliates and National Broadcasters - Local TV affiliates rely on national broadcasters for programming while also producing their own local content, sharing advertising revenue [8][9]. - Affiliates retain 100% of ad revenue from local programming, but national shows typically attract higher ratings and advertising dollars [10]. - The influence of local affiliates is significant, especially in smaller markets where viewership for national shows like Kimmel may be lower [11]. Industry Controversies and Dynamics - Sinclair has faced scrutiny for its broadcasting practices, including a viral video in 2018 where local anchors read identical statements [12]. - Research indicates that Nexstar is a major duplicator of news content, raising concerns about the diversity of local news [13]. - The consolidation of media companies has led to increased influence over programming decisions, revealing tensions between national agendas and local community values [16]. Power Dynamics - The balance of power in the relationship between ABC and its affiliates may favor ABC, as the network's revenue from local affiliates is a small percentage of Disney's overall income [16][17]. - ABC has alternative distribution methods through streaming services and cable networks, which may reduce its reliance on local affiliates for viewership and revenue [17].