secwatch / observer

NEXSTAR MEDIA GROUP, INC. — fact timeline

Source-grounded facts extracted from NEXSTAR MEDIA GROUP, INC.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

NXST NEXSTAR MEDIA GROUP, INC. JSON
Shareholder Votes

NEXSTAR MEDIA GROUP, INC. shareholders approved Approval of 2026 Long-Term Omnibus Incentive Plan at the 2026-06-16 meeting.

“Proposal 4 The voting results of the proposal to approve the 2026 Long-Term Omnibus Incentive Plan were as follows: FOR AGAINST ABSTENTIONS BROKER NON-VOTES 26,214,589 763,457 24,225 1,660,378”
Shareholder Votes

NEXSTAR MEDIA GROUP, INC. shareholders approved Ratification of PricewaterhouseCoopers LLP as independent auditor at the 2026-06-16 meeting.

“Proposal 3 The voting results of the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 were as follows: FOR AGAINST ABSTENTIONS 27,832,434 809,166 21,049”
Shareholder Votes

NEXSTAR MEDIA GROUP, INC. shareholders approved Advisory vote to approve executive compensation at the 2026-06-16 meeting.

“Proposal 2 The voting results of the proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers for the year ended December 31, 2025 as reported in the Company’s 2026 Proxy Statement, were as follows: FOR AGAINST ABSTENTIONS BROKER NON-VOTES 25,392,200 1,563,609 46,462 1,660,378”
Shareholder Votes

NEXSTAR MEDIA GROUP, INC. shareholders approved Election of nine nominees to serve as directors at the 2026-06-16 meeting.

“Proposal 1 The voting results of the proposal to elect nine nominees to each serve as director until the 2026 annual meeting of stockholders were as follows: FOR AGAINST ABSTENTIONS BROKER NON-VOTES Perry A. Sook 26,191,038 796,925 14,308 1,660,378 Geoff Armstrong 24,856,702 2,130,552 15,017 1,660,378 Bernadette S. Aulestia 26,887,852 97,771 16,648 1,660,378 Jay M. Grossman 22,231,210 4,756,033 15,028 1,660,378 Ellen Johnson 26,767,886 218,547 15,838 1,660,378 C. Thomas McMillen 25,591,338 1,391,724 19,209 1,660,378 Lisbeth McNabb 24,534,861 2,448,627 18,783 1,660,378 John R. Muse 22,260,293 4,721,383 20,595 1,660,378 Tony Wells 26,861,174 126,156 14,941 1,660,378”
M&A Transactions

NEXSTAR MEDIA GROUP, INC. completed an acquisition involving TEGNA Inc. (closed 2026-03-19).

“On March 19, 2026, Nexstar completed its acquisition of TEGNA Inc.”
Earnings Releases

NEXSTAR MEDIA GROUP, INC. reported for the quarter ended March 31, 2026 results: revenue $1.40 billion, net income $160.

“respective missions. 2 • • • • • • • • • • • • • • • • • • • • • • • • • • FIRST QUARTER 2026 EARNINGS RELEASE Financial Results • Net Revenue. First quarter net revenue of $1.40 billion, increased $162 million year-over-year, or 13.1%, primarily due to $106 million of incremental revenue from our acquisition of TEGNA and higher advertising and distribution”
Debt Financings

NEXSTAR MEDIA GROUP, INC. incurred senior notes of $1,725 million with Wilmington Trust, National Association at 7.250% maturing April 15, 2034.

“completed the issuance and sale of $1,725 million in aggregate principal amount of 7.250% Senior Notes due 2034”
Material Agreements

NEXSTAR MEDIA GROUP, INC. entered into Unsecured Notes Indenture with Wilmington Trust, National Association, as trustee valued at $1,725 million aggregate principal amount of 7.250% Senior Notes due 2034 (effective 2026-04-02).

“On April 2, 2026, Nexstar Media Inc. (the “Issuer”), a wholly owned subsidiary of Nexstar Media Group, Inc. (the “Company”), completed the issuance and sale of $1,725 million in aggregate principal amount of 7.250% Senior Notes due 2034 (the “Unsecured Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).”
Debt Financings

NEXSTAR MEDIA GROUP, INC. incurred senior notes of approximately $1,000 million.

“On March 24, 2026, NMI incurred approximately $1,000 million of delayed draw borrowings under the Bridge Facility to fund the redemption of all of TEGNA’s 4.625% Senior Notes due 2028 at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date.”
Debt Financings

NEXSTAR MEDIA GROUP, INC. incurred senior notes of $3,390 million at 6.500% maturing September 15, 2033.

“On March 25, 2026, Nexstar Media Inc. (the “Issuer” or “NMI”), a wholly owned subsidiary of Nexstar Media Group, Inc. (the “Company”), completed the issuance and sale of $3,390 million in aggregate principal amount of 6.500% Senior Secured Notes due 2033 (the “Secured Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).”
Material Agreements

NEXSTAR MEDIA GROUP, INC. entered into Credit Agreement Amendment (effective 2026-03-25).

“On March 25, 2026, NMI entered into that certain Amendment No. 9 (the “Credit Agreement Amendment”) to the Credit Agreement, dated as of January 17, 2017”
Material Agreements

NEXSTAR MEDIA GROUP, INC. entered into Secured Notes Indenture with Wilmington Trust, National Association, as trustee and notes collateral agent valued at $3,390 million (effective 2026-03-25).

“The Secured Notes were issued pursuant to an indenture, dated as of March 25, 2026 (the “Secured Notes Indenture”), by and among the Issuer, the Company, Mission Broadcasting, Inc. (“Mission”), the other guarantors party thereto and Wilmington Trust, National Association, as trustee and notes collateral agent.”
Debt Financings

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”).”
Debt Financings

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”)”
Debt Financings

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”).”
Material Agreements

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”).”
Material Agreements

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”).”
M&A Transactions

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”

Dennis FitzSimons resigned as Director at NEXSTAR MEDIA GROUP, INC..

“On March 21, 2025, Dennis FitzSimons gave notice to Nexstar Media Group, Inc (“Nexstar”) and its Board of Directors (the “Board”) of his intent not to stand for re-election as a director of Nexstar.”

Michael Strober departed as Executive Vice President and Chief Revenue Officer at NEXSTAR MEDIA GROUP, INC..

“On September 30, 2024, executive management of Nexstar Media Group, Inc. (the “Company”) notified Michael Strober that it has eliminated his position of Executive Vice President and Chief Revenue Officer in favor of a more streamlined organizational structure. Mr. Strober will leave the Company on October 30, 2024 pursuant to the terms of his employment agreement, unless otherwise mutually agreed.”

Ellen Johnson was appointed as member of the Board at NEXSTAR MEDIA GROUP, INC..

“appointed Ellen Johnson as a member of the Board, effective October 1, 2024.”
Earnings Releases

NEXSTAR MEDIA GROUP, INC. reported the quarter ended March 31, 2024 results: revenue $1.28 billion, net income $167 million.

“an ATSC 3.0, or NextGen TV, signal from a Nexstar owned or operated station following the Chicago and San Diego market launches. Net Revenue. Record first quarter net revenue of $1.28 billion, increased by $27 million, or 2.1%, reflecting growth in distribution revenue, partially offset by a slight decline in advertising and other revenue. Approximately 59% of”

I. Martin Pompadur resigned as Director at NEXSTAR MEDIA GROUP, INC..

“On January 16, 2024, I. Martin Pompadur gave notice to Nexstar Media Group, Inc (“Nexstar”) and its Board of Directors (the “Board”) of his intent not to stand for re-election as a director of Nexstar.”
Earnings Releases

NEXSTAR MEDIA GROUP, INC. reported financial results for the quarter ended September 30, 2023.

“On November 8, 2023, Nexstar Media Group, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2023.”
Earnings Releases

NEXSTAR MEDIA GROUP, INC. reported financial results for the quarter ended June 30, 2023.

“On August 8, 2023, Nexstar Media Group, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2023. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.”

Thomas Carter was named as Senior Advisor at NEXSTAR MEDIA GROUP, INC..

“Mr. Biard will assume his new role from Thomas Carter, who has been named Senior Advisor effective August 21, 2023”

Michael Biard was appointed as President and Chief Operating Officer at NEXSTAR MEDIA GROUP, INC..

“On July 25, 2023, Nexstar Media Group, Inc. (the “Company”) announced the appointment of Michael Biard, 54, as President and Chief Operating Officer of the Company effective August 21, 2023.”
Governance Changes

NEXSTAR MEDIA GROUP, INC.: Amended certificate of incorporation to declassify board, provide exclusive federal forum for Securities Act claims, exculpate officers, and eliminate obsolete provisions (effective 2023-06-20).

“As previously announced, at the 2023 Annual Meeting of Stockholders of Nexstar Media Group, Inc. (the “Company”) on June 15, 2023, the Company’s stockholders approved certain amendments to the Company’s Amended and Restated Certificate of Incorporation to (i) declassify the Company’s Board of Directors, (ii) provide the federal district courts as the sole and exclusive forum for the resolution of any Securities Act complaint unless the Company consents in writing to the selection of an alternative forum, (iii) provide exculpation of certain Company officers from liability in specific circumstances, and (iv) eliminate certain provisions that are no longer effective or applicable (the “Amendments”). On June 20, 2023, the Company filed the Certificate of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the above Amendments, which became effective immediately upon filing.”
Shareholder Votes

NEXSTAR MEDIA GROUP, INC. shareholders rejected Stockholder proposal urging the adoption of a policy to require that the Chair of the Board of Directors be an independent director who has not previously served as an executive officer of the Company at the 2023-06-15 meeting.

“Proposal 9 The voting results of the stockholder proposal urging the adoption of a policy to require that the Chair of the Board of Directors be an independent director who has not previously served as an executive officer of the Company were as follows: FOR AGAINST ABSTENTIONS BROKER NON-VOTES 14,122,792 16,991,846 103,718 1,909,813”
Shareholder Votes

NEXSTAR MEDIA GROUP, INC. shareholders approved Approve, by an advisory vote, the frequency of future advisory voting on named executive officer compensation at the 2023-06-15 meeting.

“Proposal 8 The voting results of the proposal to approve, by an advisory vote, the frequency of future advisory voting on named executive officer compensation of the Company were as follows: EVERY 1 YEAR EVERY 2 YEARS EVERY 3 YEARS ABSTENTIONS BROKER NON-VOTES 27,216,938 2,724,126 1,253,138 24,155 1,909,812”
Shareholder Votes

NEXSTAR MEDIA GROUP, INC. shareholders approved Approve, by an advisory vote, the compensation of the Company's named executive officers for the year ended December 31, 2022 at the 2023-06-15 meeting.

“Proposal 7 The voting results of the proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers for the year ended December 31, 2022 as reported in the Company’s 2023 Proxy Statement, were as follows: FOR AGAINST ABSTENTIONS BROKER NON-VOTES 21,153,122 9,999,296 65,939 1,909,812”
Shareholder Votes

NEXSTAR MEDIA GROUP, INC. shareholders approved Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2023 at the 2023-06-15 meeting.

“Proposal 6 The voting results of the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 were as follows: FOR AGAINST ABSTENTIONS 31,941,734 1,153,495 32,939”
Shareholder Votes

NEXSTAR MEDIA GROUP, INC. shareholders approved Elect two nominees to serve as Class II directors for a period of one year at the 2023-06-15 meeting.

“Proposal 5 The voting results of the proposal to elect two nominees to serve as Class II directors for a period of one year were as follows: FOR AGAINST ABSTENTIONS BROKER NON-VOTES John R. Muse 27,179,818 3,998,983 39,556 1,909,812 I. Martin Pompadur 18,611,550 12,551,727 55,080 1,909,812”
Shareholder Votes

NEXSTAR MEDIA GROUP, INC. shareholders approved Amend the Charter to eliminate certain provisions that are no longer effective or applicable at the 2023-06-15 meeting.

“Proposal 4 The voting results of the proposal to amend the Charter to eliminate certain provisions that are no longer effective or applicable were as follows: FOR AGAINST ABSTENTIONS BROKER NON-VOTES 31,152,621 17,521 48,215 1,909,812”
Shareholder Votes

NEXSTAR MEDIA GROUP, INC. shareholders approved Amend the Charter to reflect new Delaware law provisions regarding officer exculpation at the 2023-06-15 meeting.

“Proposal 3 The voting results of the proposal to amend the Charter to reflect new Delaware law provisions regarding officer exculpation were as follows: FOR AGAINST ABSTENTIONS BROKER NON-VOTES 24,880,543 6,243,187 94,627 1,909,812”
Shareholder Votes

NEXSTAR MEDIA GROUP, INC. shareholders approved Amend the Charter to add a federal forum selection provision at the 2023-06-15 meeting.

“Proposal 2 The voting results of the proposal to amend the Charter to add a federal forum selection provision were as follows: FOR AGAINST ABSTENTIONS BROKER NON-VOTES 24,964,165 6,026,677 227,514 1,909,813”
Shareholder Votes

NEXSTAR MEDIA GROUP, INC. shareholders approved Amend the Certificate of Incorporation to declassify the Board of Directors at the 2023-06-15 meeting.

“Proposal 1 The voting results of the proposal to amend the Certificate of Incorporation (the “Charter”) to declassify the Company’s Board of Directors were as follows: FOR AGAINST ABSTENTIONS BROKER NON-VOTES 31,165,008 25,524 27,824 1,909,813”
Earnings Releases

NEXSTAR MEDIA GROUP, INC. reported first quarter ended March 31, 2023 results: revenue $1,257, net income $88.

“Revenue 8 24 (66.7 ) Total Television Advertising Revenue $425 $452 (6.0 ) Distribution Revenue 728 668 +9.0 Digital Revenue 92 79 +16.5 Other Revenue 12 11 +9.1 Net Revenue $1,257 $1,210 +3.9 Income from Operations $204 $329 (38.0 ) Net Income $88 $252 (65.1 ) Adjusted EBITDA (2), (3) $491 $645 (23.9 ) Adjusted EBITDA Margin (4) 39.1 % 53.3 % Attributable”
Earnings Releases

NEXSTAR MEDIA GROUP, INC. reported financial results for the quarter ended December 31, 2022.

“On February 28, 2023, Nexstar Media Group, Inc. issued a press release announcing its financial results for the quarter ended December 31, 2022.”
Governance Changes

NEXSTAR MEDIA GROUP, INC.: Amended and restated bylaws to revise director nomination procedures, disclosure requirements, meeting conduct rules, majority voting provisions, adopt gender-neutral terms, and make administrative updates (effective 2023-01-26).

“On January 26, 2023, the Board of Directors of Nexstar Media Group, Inc. (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “Second Amended and Restated Bylaws”), effective as of January 26, 2023.”
Earnings Releases

NEXSTAR MEDIA GROUP, INC. reported the third quarter ended September 30, 2022 results: revenue $1,269.1 million, net income $287.5 million.

“8-K as Exhibit 99.1 and is incorporated herein by reference. --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS RECORD THIRD QUARTER NET REVENUE OF $1.27 BILLION Net Revenue Drives Record Q3 Operating Income of $355.3 Million, Net Income of $287.5 Million, Adjusted EBITDA of $488.8 Million and Free Cash Flow of $293.6 Million All-Time”

Dennis Miller departed as member of the Board of Directors at NEXSTAR MEDIA GROUP, INC..

“On October 3, 2022, Nexstar Media Group, Inc. a Delaware Corporation (“Nexstar”), issued a press release announcing that Dennis Miller, a member of Nexstar’s Board of Directors (“Board”) since 2014, has stepped down from the Board effective immediately in connection with the closing of Nexstar’s acquisition of The CW Network, LLC (“The CW”).”

Lee Ann Gliha was appointed as Executive Vice President and Chief Financial Officer at NEXSTAR MEDIA GROUP, INC..

“On July 28, 2021, the Board of Directors of Nexstar Media Group, Inc. (the “Company”) formally appointed Lee Ann Gliha, 46, as Executive Vice President and Chief Financial Officer of the Company effective August 9, 2021.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.