Nexstar Media(NXST) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents Nexstar Media Group, Inc.'s unaudited financial statements and management's discussion and analysis ITEM 1. Financial Statements (Unaudited) This section presents Nexstar Media Group, Inc.'s unaudited condensed consolidated financial statements and comprehensive notes for the periods ended June 30, 2025 and 2024 Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position at specific dates, detailing assets, liabilities, and equity Condensed Consolidated Balance Sheets (in millions) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | ASSETS | | | | Cash and cash equivalents | $234 | $144 | | Total current assets | $1,390 | $1,297 | | Total assets | $11,328 | $11,468 | | LIABILITIES & EQUITY | | | | Total current liabilities | $823 | $783 | | Debt | $6,275 | $6,399 | | Total liabilities | $9,072 | $9,200 | | Total stockholders' equity | $2,238 | $2,242 | - Total assets decreased by $140 million (1.2%) from December 31, 2024, to June 30, 2025, primarily due to a decrease in investments and network affiliation agreements, net, partially offset by an increase in cash and cash equivalents[8] - Cash and cash equivalents increased by $90 million (62.5%) from December 31, 2024, to June 30, 2025[8] Condensed Consolidated Statements of Operations This section outlines the company's financial performance over specific periods, detailing revenues, expenses, and net income Condensed Consolidated Statements of Operations (in millions, except per share) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenue | $1,229 | $1,269 | $2,462 | $2,553 | | Income from operations | $213 | $240 | $432 | $516 | | Net income | $91 | $106 | $188 | $273 | | Net income attributable to Nexstar Media Group, Inc. | $97 | $118 | $205 | $293 | | Basic EPS | $3.09 | $3.59 | $6.50 | $8.85 | | Diluted EPS | $3.06 | $3.54 | $6.43 | $8.71 | - Net revenue decreased by 3.2% for the three months ended June 30, 2025, and by 3.6% for the six months ended June 30, 2025, compared to the same periods in 2024[10] - Net income attributable to Nexstar Media Group, Inc. decreased by 17.8% for the three months and 30.0% for the six months ended June 30, 2025, year-over-year[10] Condensed Consolidated Statements of Changes in Stockholders' Equity and Redeemable Noncontrolling Interests This section details changes in the company's equity structure, including stock repurchases, dividends, and net income impacts Key Changes in Stockholders' Equity (in millions) | Item | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--------------------------------------- | :------------------------------- | :----------------------------- | | Balances as of March 31, 2025 / Dec 31, 2024 | $2,231 / $2,242 | $2,242 | | Purchase of treasury stock | $(51) | $(126) | | Stock-based compensation expense | $21 | $39 | | Dividends declared on common stock | $(56) | $(113) | | Net income (loss) | $95 | $202 | | Balances as of June 30, 2025 | $2,238 | $2,238 | - The company repurchased 311,998 shares for $51 million during the three months ended June 30, 2025, and 753,162 shares for $126 million during the six months ended June 30, 2025[11][13] - Dividends declared on common stock amounted to $1.86 per share for the three months and $3.72 per share for the six months ended June 30, 2025[11][13] Condensed Consolidated Statements of Cash Flows This section presents the company's cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (in millions) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $584 | $452 | | Net cash used in investing activities | $(89) | $(39) | | Net cash used in financing activities | $(405) | $(414) | | Net increase (decrease) in cash and cash equivalents | $90 | $(1) | | Cash and cash equivalents at end of period | $234 | $146 | - Net cash provided by operating activities increased by $132 million (29.2%) year-over-year for the six months ended June 30, 2025[15] - Net cash used in investing activities increased by $50 million (128.2%) year-over-year, primarily due to an acquisition and lower proceeds from investment disposal[15] Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements Note 1: Organization and Business Operations This note describes Nexstar's business, including its television stations, digital assets, and ownership interests in other media entities - Nexstar is a diversified media company operating 201 full power television stations and one AM radio station in 116 markets across 40 states and D.C., reaching approximately 39% of U.S. television households as of June 30, 2025[17] - The company holds a 78.7% ownership interest in The CW Network, LLC, and a 31.3% stake in Television Food Network, G.P. (TV Food Network)[17] - Digital assets include 138 local websites, 229 mobile applications, 72 connected television applications, and three free ad-supported TV channels[17] Note 2: Summary of Significant Accounting Policies This note outlines the key accounting principles and methods used in preparing the condensed consolidated financial statements - Nexstar consolidates entities where it has controlling financial interests, including Variable Interest Entities (VIEs) through local service agreements and guarantees of obligations[18][22][23] - The company increased its ownership in The CW from 77.7% to 78.7% during Q2 2025; redeemable noncontrolling interests are presented as mezzanine equity due to put/call rights[30][31] - Nexstar adopted ASU 2023-07 (Segment Reporting) retrospectively and is evaluating ASU 2024-03 (Expense Disaggregation) for future impact[33][35] Note 3: Acquisition This note details the acquisition of WBNX-TV assets, including the purchase price and primary asset acquired - On January 31, 2025, Nexstar acquired certain assets of WBNX-TV (Cleveland, OH) for a $22 million cash purchase price, primarily consisting of a $20 million FCC license[36] Note 4: Intangible Assets and Goodwill This note provides a breakdown of the company's intangible assets and goodwill, including changes and estimated amortization expenses Intangible Assets and Goodwill (in millions) | Asset Type | June 30, 2025 (Net) | December 31, 2024 (Net) | | :-------------------------------- | :------------------ | :-------------------- | | Goodwill | $2,924 | $2,922 | | FCC licenses | $2,949 | $2,929 | | Network affiliation agreements, net | $1,400 | $1,494 | | Other intangible assets, net | $331 | $353 | | Total definite-lived intangible assets | $1,731 | $1,847 | - Goodwill increased by $2 million and FCC licenses increased by $20 million due to the WBNX-TV acquisition[37] Estimated Amortization Expense for Definite-Lived Intangible Assets (in millions) | Period | Amount | | :---------------- | :----- | | Remainder of 2025 | $151 | | 2026 | $280 | | 2027 | $265 | | 2028 | $240 | | 2029 | $222 | | 2030 | $178 | | Thereafter | $395 | | Total | $1,731 | Note 5: Investments This note details the company's equity method and other equity investments, including financial performance of TV Food Network Investments (in millions) | Investment Type | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :---------------- | | Equity method investments | $772 | $873 | | Other equity investments | $4 | $4 | | Total investments | $776 | $877 | - Nexstar's 31.3% equity method investment in TV Food Network had a book value of $753 million as of June 30, 2025, down from $857 million at December 31, 2024[40][43] TV Food Network Transactions and Financials (in millions) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cash distributions received | $12 | $19 | $125 | $138 | | Recognized share in TV Food Network's net income | $28 | $34 | $55 | $71 | | TV Food Network Net revenue | $214 | $253 | $416 | $502 | | TV Food Network Net income | $92 | $109 | $173 | $228 | Note 6: Accrued Expenses This note presents a breakdown of accrued expenses, highlighting changes in key categories Accrued Expenses (in millions) | Category | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :---------------- | | Compensation and related taxes | $97 | $91 | | Interest payable | $57 | $56 | | Network affiliation fees | $94 | $77 | | Other | $84 | $90 | | Total Accrued Expenses | $332 | $314 | - Total accrued expenses increased by $18 million (5.7%) from December 31, 2024, to June 30, 2025, primarily driven by an increase in network affiliation fees[47] Note 7: Debt This note details the company's long-term debt structure, including recent refinancing activities and compliance with covenants Long-Term Debt (in millions) | Debt Type | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Nexstar Revolving loans, due June 2030 | $144 | $- | | Nexstar Term Loan A, due June 2030 | $1,905 | $- | | Nexstar Term Loan A, due June 2027 | $- | $2,121 | | Nexstar Term Loan B, due June 2032 | $1,300 | $- | | Nexstar Term Loan B, due September 2026 | $- | $1,358 | | 5.625% Notes, due July 2027 | $1,714 | $1,714 | | 4.75% Notes, due November 2028 | $1,000 | $1,000 | | Mission Revolving loans, due June 2030 | $62 | $- | | Mission Revolving loans, due June 2027 | $- | $62 | | Mission Term Loan B, due June 2028 | $288 | $290 | | Total outstanding principal | $6,413 | $6,545 | | Long-term debt, net of current portion | $6,275 | $6,399 | - Nexstar and Mission refinanced their senior secured credit facilities on June 27, 2025, introducing new revolving and term loans with extended maturities and lower interest margins[50][55] - As of June 30, 2025, Nexstar had $586 million and Mission had $14 million in unused revolving loan commitments, and the Company was in compliance with all financial covenants[53][57] Note 8: Leases This note provides information on the company's operating lease assets and liabilities, including future minimum lease payments Operating Lease Information (in millions) | Item | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Operating lease right-of-use assets, net | $269 | $276 | | Current operating lease liabilities | $40 | $37 | | Noncurrent operating lease liabilities | $250 | $253 | | Weighted Average Remaining Lease Term | 8 years | 8 years | | Weighted Average Discount Rate | 4.8% | 4.9% | | Cash paid for operating leases (six months) | $30 | $32 | Future Minimum Lease Payments (in millions) | Period | Operating Leases | | :----------------------- | :--------------- | | Remainder of 2025 | $27 | | 2026 | $51 | | 2027 | $46 | | 2028 | $42 | | 2029 | $40 | | 2030 | $36 | | Thereafter | $114 | | Total future minimum lease payments | $356 | Note 9: Retirement and Postretirement Plans This note details the net periodic benefit cost for pension plans and expected contributions Pension Benefit Plans Net Periodic Benefit Cost (Credit) (in millions) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Interest cost | $19 | $19 | $39 | $38 | | Expected return on plan assets | $(26) | $(25) | $(52) | $(50) | | Amortization of net gain | $(1) | $(1) | $(3) | $(3) | | Net periodic benefit credit | $(8) | $(7) | $(16) | $(15) | - Nexstar expects to contribute $15 million to its qualified pension benefit plans in 2025[63] Note 10: Commitments and Contingencies This note outlines the company's guarantees, ongoing litigation, tax appeals, and regulatory matters - Nexstar guarantees Mission's senior secured credit facility, with a maximum potential exposure of $364 million as of June 30, 2025[64] - The company is involved in ongoing Local TV Advertising Antitrust Litigation, with a trial date set for April 2026, and denies all allegations[68][70] - The IRS appealed the Tax Court's decision regarding the Chicago Cubs Transactions, with a ruling from the U.S. Court of Appeals expected in the second half of 2025, with Nexstar believing the tax impact is not material[75][76] - The FCC issued a Notice of Apparent Liability (NAL) to Nexstar and Mission for alleged unauthorized transfer of control and national television ownership limit violations related to WPIX, proposing forfeitures and potential divestiture[78] Note 11: Equity This note details share repurchase activities and dividend declarations, reflecting capital returns to stockholders - Nexstar repurchased 753,162 shares of common stock for $125 million during the six months ended June 30, 2025, leaving $1.4 billion remaining under the share repurchase authorization[79] - The board of directors approved a 10% increase in the quarterly cash dividend to $1.86 per share, effective Q1 2025[81] Note 12: Income Taxes This note provides details on income tax expense, effective tax rates, and the evaluation of new tax legislation Income Tax Expense and Effective Tax Rates | Period | Income Tax Expense (in millions) | Effective Tax Rate | | :--------------------------------------- | :------------------------------- | :----------------- | | Three Months Ended June 30, 2025 | $39 | 30.0% | | Three Months Ended June 30, 2024 | $43 | 28.9% | | Six Months Ended June 30, 2025 | $80 | 29.9% | | Six Months Ended June 30, 2024 | $105 | 27.8% | - The effective tax rate for the three months ended June 30, 2025, increased to 30.0% from 28.9% in 2024, primarily due to permanent differences and excess benefit from restricted stock units, partially offset by changes in valuation allowance[82][83] - The company is evaluating the potential effects of the newly signed 'One Big Beautiful Bill Act' (H.R.1) on its consolidated financial statements[87] Note 13: Income Per Share This note presents basic and diluted earnings per share, along with weighted average shares outstanding Income Per Share (in millions, except per share amounts, and shares in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income available to common stockholders | $93 | $118 | $197 | $293 | | Basic EPS | $3.09 | $3.59 | $6.50 | $8.85 | | Diluted EPS | $3.06 | $3.54 | $6.43 | $8.71 | | Weighted average shares outstanding – basic | 30,221 | 32,816 | 30,375 | 33,133 | | Weighted average shares outstanding – diluted | 30,514 | 33,287 | 30,719 | 33,656 | - Basic EPS decreased by 13.9% for the three months and 26.6% for the six months ended June 30, 2025, year-over-year[88] Note 14: Fair Value Measurements This note explains the classification of fair value measurements and provides fair value and carrying amounts for long-term debt - The company classifies fair value measurements into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[90] Fair Value and Carrying Amounts of Long-Term Debt (in millions) | Debt Type | June 30, 2025 Carrying Amount | June 30, 2025 Fair Value | December 31, 2024 Carrying Amount | December 31, 2024 Fair Value | | :--------------------------------------- | :------------------------------ | :----------------------- | :-------------------------------- | :----------------------- | | Nexstar Revolving loans, due June 2030 | $144 | $143 | $- | $- | | Nexstar Term Loan A, due June 2030 | $1,899 | $1,895 | $- | $- | | Nexstar Term Loan B, due June 2032 | $1,279 | $1,297 | $- | $- | | 5.625% Notes, due July 2027 | $1,716 | $1,707 | $1,716 | $1,667 | | 4.75% Notes, due November 2028 | $996 | $968 | $995 | $930 | | Mission Revolving loans, due June 2030 | $62 | $61 | $- | $- | | Mission Term Loan B, due June 2028 | $287 | $287 | $289 | $290 | Note 15: Segment Data This note provides financial information by reportable segment and revenue by source, including customer concentration - Nexstar's reportable Broadcast segment includes television stations, NewsNation, multicast networks, and WGN-AM radio, with other segments including The CW and national digital businesses[92] Reportable Broadcast Segment Financials (in millions) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenue | $1,150 | $1,205 | $2,319 | $2,427 | | Segment profit | $410 | $454 | $839 | $930 | Consolidated Net Revenue by Source (in millions) | Revenue Source | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Distribution | $733 | $734 | $1,495 | $1,495 | | Advertising | $475 | $522 | $934 | $1,034 | | Other | $21 | $13 | $33 | $24 | | Total net revenue | $1,229 | $1,269 | $2,462 | $2,553 | - Two customers each represented approximately 13-14% of consolidated net revenue for the three and six months ended June 30, 2025 and 2024[102] Note 16: Subsequent Events This note discloses significant events that occurred after the balance sheet date, such as dividend declarations - On August 1, 2025, Nexstar's Board of Directors declared a quarterly cash dividend of $1.86 per share, payable on August 29, 2025[103] ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses Nexstar's financial condition and results for Q2 2025, highlighting revenue decline, debt refinancing, and capital returns Executive Summary This summary highlights key financial performance, including revenue changes, capital returns, and debt refinancing efforts - Net revenue decreased by 3.2% and 3.6% for the three and six months ended June 30, 2025, respectively, compared to the prior year[110] - The company returned approximately $106 million (Q2 2025) and $238 million (YTD Q2 2025) to stockholders through stock repurchases and dividends[110] - Nexstar completed the refinancing of senior secured credit facilities on June 27, 2025, reducing interest margins, increasing revolver capacity, and extending maturities[111] Overview of Operations This section describes Nexstar's operational footprint, including its television stations, media networks, and consolidation practices - As of June 30, 2025, Nexstar owned, operated, programmed, or provided services to 201 full power television stations and one AM radio station in 116 markets[112] - The company holds a 78.7% ownership in The CW, operates NewsNation, two multicast networks, and a 31.3% stake in TV Food Network[113] - Nexstar consolidates VIEs due to local service agreements, guarantees of Mission Broadcasting's debt, power over economic performance, and purchase options for VIE stations[115] Seasonality This section explains how political advertising and consumer spending patterns influence the company's advertising revenue throughout the year - Advertising revenue is significantly higher in even-numbered years due to political advertising from congressional and presidential elections, and events like the Olympic Games[117] - Advertising revenue generally peaks in the second and fourth quarters due to increased consumer advertising in spring and retail advertising during the holiday season[117] - As 2025 is not an election year, a decrease in political advertising revenue is expected compared to 2024[117] Historical Performance - Results of Operations This section analyzes the company's operating results, including revenue, expenses, and net income trends over time Operating Results (in millions) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenue | $1,229 (↓3.2%) | $1,269 | $2,462 (↓3.6%) | $2,553 | | Distribution revenue | $733 (↓0.1%) | $734 | $1,495 (0%) | $1,495 | | Advertising revenue | $475 (↓9.0%) | $522 | $934 (↓9.7%) | $1,034 | | Income from operations | $213 (↓11.3%) | $240 | $432 (↓16.3%) | $516 | | Net income attributable to Nexstar Media Group, Inc. | $97 (↓17.8%) | $118 | $205 (↓30.0%) | $293 | | Interest expense, net | $(97) (↓14.2%) | $(113) | $(194) (↓14.5%) | $(227) | - Advertising revenue decreased by $47 million (Q2) and $100 million (YTD) year-over-year, primarily due to a $36 million (Q2) and $68 million (YTD) decrease in political advertising and ongoing market softness[120][126] - Direct operating and SG&A expenses decreased by $3 million (Q2) and $12 million (YTD) due to restructuring initiatives, partially offset by debt refinancing costs[121][127] - Income from equity method investments, net, decreased by $5 million (Q2) and $16 million (YTD) due to lower net income from TV Food Network[122][127] Liquidity and Capital Resources This section assesses the company's ability to meet its financial obligations, detailing cash flows, debt levels, and compliance with covenants - The company believes it has sufficient unrestricted cash, positive working capital, and available revolving credit facilities to meet business operating requirements and service debt for at least the next 12 months[135] Cash Flow Summary (in millions) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $584 | $452 | | Net cash used in investing activities | $(89) | $(39) | | Net cash used in financing activities | $(405) | $(414) | | Net increase (decrease) in cash and cash equivalents | $90 | $(1) | | Cash and cash equivalents (period end) | $234 | $144 | - Total outstanding debt was $6.383 billion as of June 30, 2025, representing 73.9% of combined capitalization[142] Principal Indebtedness Scheduled to Mature (in millions) | Debt Type | Total | Remainder of 2025 | 2026 | 2027-2028 | 2029-2030 | Thereafter | | :--------------------------------------- | :---- | :---------------- | :--- | :-------- | :-------- | :--------- | | Nexstar senior secured credit facility | $3,349 | $51 | $108 | $217 | $1,741 | $1,232 | | Mission senior secured credit facility | $350 | $1 | $3 | $284 | $62 | $- | | 5.625% Notes, due July 2027 | $1,714 | $- | $- | $1,714 | $- | $- | | 4.75% Notes, due November 2028 | $1,000 | $- | $- | $1,000 | $- | $- | | Total | $6,413 | $52 | $111 | $3,215 | $1,803 | $1,232 | - The company was in compliance with its maximum consolidated first lien net leverage ratio covenant of 4.25:1.00 as of June 30, 2025[149] Issuer and Guarantor Summarized Financial Information This section provides summarized financial data for the obligor group, including balance sheet and statements of operations information Summarized Balance Sheet Information for the Obligor Group (in millions) | Item | June 30, 2025 | December 31, 2024 | | :--------------------------------------- | :------------ | :---------------- | | Total current assets | $1,278 | $1,160 | | Total noncurrent assets | $9,008 | $9,140 | | Total current liabilities | $732 | $685 | | Total noncurrent liabilities | $8,219 | $8,387 | Summarized Statements of Operations Information for the Obligor Group (in millions) | Item | Six Months Ended June 30, 2025 | | :--------------------------------------- | :----------------------------- | | Total net revenue | $2,365 | | Total costs and expenses | $1,865 | | Income from operations | $500 | | Net income attributable to Obligor Group | $236 | | Income from equity method investments, net | $19 | Critical Accounting Estimates This section confirms no material changes to critical accounting estimates previously disclosed in the annual report - Management believes there have been no material changes to the critical accounting estimates previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[160] Recent Accounting Pronouncements This section refers to Note 2 for details on recently issued accounting pronouncements and their expected impact - Refer to Note 2 of the Condensed Consolidated Financial Statements for a discussion of recently issued accounting pronouncements, including expected adoption dates and effects[161] ITEM 3. Quantitative and Qualitative Disclosures About Market Risk This section quantifies Nexstar's market risk exposure, primarily focusing on interest rate fluctuations on variable-rate debt - The company's term loan borrowings under senior secured credit facilities bear interest at variable rates ranging from 5.82% to 6.82% as of June 30, 2025[163] - A 100 basis point increase in SOFR would increase annual interest expense and decrease cash flow from operations by $37 million (excluding tax effects)[164] - Nexstar's 5.625% Notes (due July 2027) and 4.75% Notes (due November 2028) are fixed-rate debt and not exposed to market interest rate changes[164] ITEM 4. Controls and Procedures This section confirms the effectiveness of disclosure controls and procedures and reports no material changes in internal control over financial reporting - Nexstar's management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2025, providing reasonable assurance for timely and accurate financial reporting[165][166] - No changes in internal control over financial reporting have materially affected, or are reasonably likely to materially affect, the company's internal control during the quarter ended June 30, 2025[167] PART II. OTHER INFORMATION This section provides additional information on legal proceedings, risk factors, equity sales, and other required disclosures ITEM 1. Legal Proceedings This section refers to Note 10 for details on legal proceedings, which management believes will not materially affect financial condition - The company is involved in litigation arising from ordinary business operations, such as contractual or employment disputes[169] - Management believes that any adverse outcome from these proceedings would not have a material adverse effect on its financial condition or results of operations[169] - Detailed discussion of ongoing litigation is provided in Note 10, 'Commitments and Contingencies'[169] ITEM 1A. Risk Factors This section confirms no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - No material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024[170] ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details share repurchase activities, including shares bought back, average price, and remaining authorization - During the six months ended June 30, 2025, Nexstar repurchased 753,162 shares of common stock for $125 million[171] - As of June 30, 2025, the remaining available amount under the share repurchase authorization was $1.4 billion[171] Summary of Common Stock Repurchases (in millions, except for share and per share information) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs | | :----------------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------------------------- | | April 2 to 24, 2025 | 209,915 | $153.16 | $1,444 | | May 15 to 30, 2025 | 93,368 | $173.50 | $1,428 | | June 2, 2025 | 8,715 | $169.81 | $1,427 | | Total for Q2 2025 | 311,998 | $159.71 | | ITEM 3. Defaults Upon Senior Securities This section confirms no defaults occurred on senior securities during the reported period - None[173] ITEM 4. Mine Safety Disclosures This section indicates no mine safety disclosures are required for the reporting period - None[174] ITEM 5. Other Information This section confirms no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or officers - None of the Company's directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the fiscal quarter ended June 30, 2025[175] ITEM 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including credit agreement amendments, certifications, and XBRL documents - Exhibits include Amendment No. 7 and No. 8 to the Credit Agreement dated June 27, 2025, for Nexstar Media Inc. and Mission Broadcasting, Inc., respectively[176] - Certifications by Perry A. Sook (Chairman and CEO) and Lee Ann Gliha (CFO) pursuant to Sections 302 and 1350 of the Sarbanes-Oxley Act of 2002 are filed[176] - Inline XBRL Instance Document, Taxonomy Extension Schema, and Cover Page Interactive Data File are included[176]