Nexstar Media Group filed applications with the Federal Communications Commission on November 18, 2025 to obtain consent for the transfer of TEGNA’s broadcast licenses, a key step in the pending $6.2 billion acquisition of the former Tribune Media company.
The applications request waivers for several FCC ownership rules, including limits on the number of stations a single entity can own in a market, as well as duopoly and top‑four restrictions in certain cities. The waivers are intended to allow Nexstar to consolidate its station portfolio, achieve greater scale, and strengthen its bargaining power with advertisers and content providers.
The deal received a 98% shareholder vote in favor of the transaction, and the filing positions the merger for regulatory approval with a projected closing in the second half of 2026.
Financial context underscores the strategic urgency of the deal. Nexstar reported Q3 2025 net revenue of $1.2 billion, a 12.3% year‑over‑year decline, and adjusted EBITDA of $358 million, down from $510 million in Q3 2024. TEGNA’s Q3 2025 revenue fell 19% to $651 million, and net income dropped 75% from the prior year, largely due to a sharp contraction in political advertising and challenges in its advertising‑and‑marketing services segment.
Nexstar’s CEO, Perry Sook, said the acquisition is “vitally important to the future of local television and local journalism” and that the company is “committed to serving local communities.” He added that the deal will provide the scale needed to compete with Big Tech and legacy media, and that the company expects to generate approximately $300 million in annual net synergies, making the transaction more than 40% accretive to its standalone adjusted free cash flow in the first twelve months after closing. TEGNA’s CEO, Mike Steib, expressed enthusiasm about partnering with Nexstar, noting that the combined entity will “continue doing what we do best: creating outstanding and impactful local content.”
While the FCC filing itself has not yet triggered a market reaction, Nexstar’s Q3 2025 earnings miss—non‑GAAP EPS of $2.14 versus an estimate of $2.58 and a 12.3% revenue decline—led to a 2.2% pre‑market decline in the company’s stock. The filing signals Nexstar’s confidence that regulatory approval will be obtained and that the merger will strengthen its competitive position in a consolidating media landscape.
The filing marks a significant regulatory milestone in a high‑profile consolidation that could reshape local broadcasting. By securing FCC waivers, Nexstar aims to expand its station footprint, achieve cost efficiencies, and enhance its ability to invest in local journalism while navigating the evolving regulatory environment.
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