8-K filed March 20, 2026, 7:59 PM ET ticker NXST CIK 0001142417

M&A confidence high sentiment positive materiality 0.95

Nexstar closes $22/sh TEGNA acquisition with $2.9B in new debt financing

NEXSTAR MEDIA GROUP, INC.

Nexstar completed acquisition of TEGNA on March 19, 2026, for $22.00 per share in cash.
Funded by $150M Term Loan A, $2.75B Term Loan B, and up to $2.39B Bridge Facility.
FCC commitments include expanding local news, extending retransmission agreements, and divesting six stations if needed.
NMI received tenders for ~94% of TEGNA 5.000% Senior Notes due 2029.
Financial statements and pro forma information to be filed within 71 days.

item 1.01 item 2.01 item 2.03 item 7.01 item 9.01

Machine-readable event card

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accession: 0001142417-26-000004
form_type: 8-K
ticker: NXST
cik: 0001142417
company_name: NEXSTAR MEDIA GROUP, INC.
filed_at: 2026-03-20T23:59:59+00:00
discovered_at: 2026-05-14T18:02:34.616943+00:00
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Source-grounded claims

6c1be5e98802ff297723fa6831d2731e92fa091a

NEXSTAR MEDIA GROUP, INC. incurred term loan of $150 million with Bank of America, N.A. at SOFR for the applicable interest period plus 2.00% per annum maturing 364 days after the Closing Date.

an incremental senior secured term A loan facility in an aggregate principal amount of $150 million (the “2026 Nexstar Term Loan A Facility”)

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

9a52f6b138779e8cd483592a964f56a6eeb13651

NEXSTAR MEDIA GROUP, INC. incurred credit facility of up to $2,390 million with Bank of America, N.A. at SOFR for the applicable interest period plus 2.75% per annum maturing first anniversary of the Closing Date.

NMI entered into a credit agreement, dated as of March 19, 2026, by and among NMI, as the borrower, Bank of America, N.A. (“BofA”), as the administrative agent and the collateral agent, and the financial institutions from time to time party thereto (the “Bridge Credit Agreement”), pursuant to which NMI established a senior first lien secured increasing rate bridge facility in an aggregate principal amount of up to $2,390 million (the “Bridge Facility”).

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

e8dd789573bd8516030878e4e7493c6250a76bc2

NEXSTAR MEDIA GROUP, INC. incurred term loan of $2,750 million with Bank of America, N.A. at SOFR for the applicable interest period plus 2.75% maturing seven-year maturity.

an incremental senior secured term B loan facility in an aggregate principal amount of $2,750 million (the “2026 Nexstar Term Loan B Facility”).

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

0c07c71ac1bd5d75c6d437e06b30f8fac45fef4b

NEXSTAR MEDIA GROUP, INC. completed an acquisition involving TEGNA Inc. for $22.00 per share in cash (closed 2026-03-19).

and who have complied with, Section 262 of the Delaware General Corporation Law, as amended, with respect to such shares) were automatically converted into the right to receive $22.00 per share of TEGNA Common Stock in cash, without interest (the “Merger Consideration”). At the Effective Time, each (i) time-based restricted stock unit award in respect of shares

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

1894f26c5f29275be29bf3b649edd6569334fd7e

NEXSTAR MEDIA GROUP, INC. entered into Bridge Credit Agreement with Bank of America, N.A. and the financial institutions from time to time party thereto valued at up to $2,390 million (effective 2026-03-19).

On the Closing Date, in connection with the consummation of the Merger, NMI entered into a credit agreement, dated as of March 19, 2026, by and among NMI, as the borrower, Bank of America, N.A. (“BofA”), as the administrative agent and the collateral agent, and the financial institutions from time to time party thereto (the “Bridge Credit Agreement”), pursuant to which NMI established a senior first lien secured increasing rate bridge facility in an aggregate principal amount of up to $2,390 million (the “Bridge Facility”).

SEC 8-K Item 1.01/1.02 confidence 1.0 SEC evidence

6f331b0f7226dd192af825d81f6a444db16aa5e7

NEXSTAR MEDIA GROUP, INC. amended Credit Agreement Amendment with Bank of America, N.A. and the financial institutions from time to time party thereto valued at $150 million and $2,750 million (effective 2026-03-19).

pursuant to NMI established (i) an incremental senior secured term A loan facility in an aggregate principal amount of $150 million (the “2026 Nexstar Term Loan A Facility”) and (ii) an incremental senior secured term B loan facility in an aggregate principal amount of $2,750 million (the “2026 Nexstar Term Loan B Facility”).

SEC 8-K Item 1.01/1.02 confidence 1.0 SEC evidence

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Repay Holdings Corp June 1, 2026, 4:14 PM ET m_and_a Items 1.01, 2.01, 1.02, 9.01, 2.03, 7.01

same fact type: debt_financing, ma_transaction, material_agreement same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

an incremental senior secured term A loan facility in an aggregate principal amount of $150 million (the “2026 Nexstar Term Loan A Facility”)

Comparable filing

The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million

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same fact type: debt_financing, ma_transaction same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01 same event type: m_and_a similar materiality

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an incremental senior secured term A loan facility in an aggregate principal amount of $150 million (the “2026 Nexstar Term Loan A Facility”)

Comparable filing

$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032

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Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: debt_financing, ma_transaction, material_agreement same SEC item: 1.01, 2.03, 7.01, 9.01 same event type: m_and_a similar materiality

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an incremental senior secured term A loan facility in an aggregate principal amount of $150 million (the “2026 Nexstar Term Loan A Facility”)

Comparable filing

The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

Filing page SEC filing

EWCZ

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same fact type: debt_financing, ma_transaction, material_agreement same SEC item: 1.01, 2.01, 2.03, 9.01 same event type: m_and_a similar materiality

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an incremental senior secured term A loan facility in an aggregate principal amount of $150 million (the “2026 Nexstar Term Loan A Facility”)

Comparable filing

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Filing page SEC filing

RMIX

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Suncrete, Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 3.02, 7.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

and who have complied with, Section 262 of the Delaware General Corporation Law, as amended, with respect to such shares) were automatically converted into the right to receive $22.00 per share of TEGNA Common Stock in cash, without interest (the “Merger Consideration”). At the Effective Time, each (i) time-based restricted stock unit award in respect of shares

Comparable filing

Mr. Owens, Ms. Owens and JAO, the “Sellers”), and Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration for the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net

Filing page SEC filing

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same fact type: ma_transaction same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

and who have complied with, Section 262 of the Delaware General Corporation Law, as amended, with respect to such shares) were automatically converted into the right to receive $22.00 per share of TEGNA Common Stock in cash, without interest (the “Merger Consideration”). At the Effective Time, each (i) time-based restricted stock unit award in respect of shares

Comparable filing

On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;

Filing page SEC filing

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same fact type: ma_transaction, material_agreement same SEC item: 2.01, 9.01 same event type: m_and_a similar materiality

This filing

and who have complied with, Section 262 of the Delaware General Corporation Law, as amended, with respect to such shares) were automatically converted into the right to receive $22.00 per share of TEGNA Common Stock in cash, without interest (the “Merger Consideration”). At the Effective Time, each (i) time-based restricted stock unit award in respect of shares

Comparable filing

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Filing page SEC filing

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same fact type: material_agreement same SEC item: 1.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

On the Closing Date, in connection with the consummation of the Merger, NMI entered into a credit agreement, dated as of March 19, 2026, by and among NMI, as the borrower, Bank of America, N.A. (“BofA”), as the administrative agent and the collateral agent, and the financial institutions from time to time party thereto (the “Bridge Credit Agreement”), pursuant to which NMI established a senior first lien secured increasing rate bridge facility in an aggregate principal amount of up to $2,390 million (the “Bridge Facility”).

Comparable filing

On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).

Filing page SEC filing

Source: SEC EDGAR

accession 0001142417-26-000004

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