In a new opinion piece published by Fortune, Nexstar founder, chairman and CEO Perry Sook vigorously defended the Nexstar/Tegna deal as “vital to the future of local television and local journalism,” and argued that local broadcast news operations could collapse and disappear, just as newspapers did, if the deal is not allowed to go through.

The OpEd piece comes at a time when Nexstar Tegna deal is bogged down in litigation after being approved by the Federal Communications Commission and the U.S. Department of Justice.

In April a judge in the U.S. District Court for the Eastern District of California issued an injunction preventing Nexstar from merger operations with Tegna while the court considers an antitrust suit filed by state Attorneys General and DirecTV.

In the OpEd, Sook stressed that “outdated” broadcast stations ownership rules have crippled local broadcasters and have allowed big tech to dominate the media landscape, creating an “inflection point” similar to what the newspaper industry faced before its collapse.

“In an era of rampant misinformation and growing polarization, local journalists provide a critical counterweight — offering verified facts and a forum for civic engagement,” Sook said, adding that sustaining that mission “in today’s environment requires [the kind of] scale” the Nexstar/Tegna merger would create.

“This transaction is vital to the future of local television and local journalism. Without the ability to grow, local broadcasters will struggle to compete for audiences, attract advertising, and invest in the journalism that is vital to our communities.”

The alternative of refusing to change ownership rules would be “dire,” hurling local communities into a “a future where Americans rely on algorithm-driven feeds, viral content, and AI-generated summaries for information. A future where local voices are diminished or disappear altogether. A future where fewer institutions are dedicated to reporting facts, holding power to account, and fostering informed civic dialogue…This deal offers us all a chance to preserve real news options for future generations of Americans.”

The full piece is available here.

Nexstar Media Group has filed a wide-ranging appeal of a federal court ruling in California blocking it from integrating its operations with Tegna that argues the injunction is costing it “unrecoverable lost operational efficiencies exceeding tens of millions of dollars, a number growing every day.”

The filing with the 9th U.S. Circuit Court of Appeals also argued that the injunction issued in April by the U.S. District Court for the Eastern District of California is much too broad and should be either reversed or limited in scope.

Nexstar had raised similar arguments about severe financial harm in April in response to an antitrust case filed against it by multiple state attorneys general and DirecTV in the Eastern District of California.

In that case, DirecTV and the AGs had asked the court for an injunction that would prevent Nexstar from going ahead with the merger even though the deal had been closed and the FCC and the Department of Justice had approved the merger.

In April, Judge Troy L. Nunley rejected Nexstar’s arguments and imposed an injunction blocking Nexstar from going ahead with its Tegna merger until the court decided the antitrust issues.

In its appeal to the 9th Circuit filed on May 20, Nexstar stressed that the “injunction is inflicting ongoing and severe harm on Nexstar and the assets of former Tegna. As Nexstar’s COO explained, because the injunction requires the companies to ‘maintain artificial operational separation despite common ownership,’ they are unable to execute fully ‘key business functions such as advertising sales, management, local news production, distribution and business strategy.’ That ‘reduce[s] operational efficiency and limit[s] Nexstar’s (and a separate Tegna’s) ability to compete effectively.‘ Nexstar has already suffered unrecoverable lost operational efficiencies exceeding tens of millions of dollars, a number growing every day.”

Nexstar also complained that the injunction is preventing it from “implementing technological improvements for former Tegna stations” that could make the stations more competitive against streaming and digital platforms.

“For instance, Nexstar will be delayed in implementing the ATSC 3.0 standard, which provides for a more efficient use of spectrum,” the appeal stated. “That standard would enable Nexstar to provide additional services to consumers and businesses, including additional content, interactive television, signal encryption, and data transmission services for former Tegna stations.”

The injunction also makes it impossible to undertake “critically needed cost reductions or indeed making any changes to its business that might be needed to survive” and it “risks the loss of key employees, including former Tegna employees who are uncertain about the company’s structure and future.”

“Since issuance of the injunction, the harms Nexstar described to the district court are now occurring,” the appeal argued. “All these harms injure not just Nexstar and the Tegna assets the district court sought to protect, but also the local news Nexstar creates and disseminates for free to the public. Nexstar thus seeks urgent relief from this Court.”

Nexstar also argued that a “district court lacks authority to issue injunctive relief broader than necessary to remedy the harms alleged by the specific plaintiffs before the court, The preliminary injunction here defies that bedrock principle. Plaintiffs challenge contract negotiations and local news production in a fraction of the country’s localities—yet the district court froze integration of virtually all of Defendants’ nationwide businesses, reaching stations, operations and corporate functions that have nothing to do with Plaintiffs’ alleged harms. This Court should narrow the preliminary injunction to match the law and what Plaintiffs actually allege.”

“Plaintiffs fell far short of their burden for the extraordinary relief of a preliminary injunction of any kind, let alone one this sweeping,” Nexstar added. “Defendants are eager for discovery and trial on the merits, where the full evidentiary record will defeat Plaintiffs’ claims. But Defendants cannot wait for trial to challenge the scope of the injunction. With each passing day, the injunction’s unnecessary breadth inflicts unrecoverable harm. Worse still, it degrades the very assets it purports to protect. This appeal seeks urgent, targeted relief: narrowing the injunction to match the harms Plaintiffs argued below.”

WASHINGTON—A coalition of public interest groups has filed a motion with the U.S. Court of Appeals for the D.C. Circuit urging the court to stay an order issued by the Media Bureau of Federal Communication Commission approving the Nexstar/Tegna merger and force the FCC to act on their petition to review the decision.

In a May 18 brief, Free Press, the Communications Workers of America, the United Church of Christ Media Justice Ministry, Inc., and Public Knowledge told the U.S. Court of Appeals for the D.C. Circuit that the FCC had taken actions designed to frustrate the court’s review of the agency’s merger-approval decision. The brief also explained how Nexstar has tried to move forward with its proposed takeover of Tegna without allowing time for judicial review of the transaction.

“The order approving the transfer of TEGNA’s licenses to Nexstar is plainly unlawful,” the appellants argued in the brief. “The FCC’s and Nexstar’s gambits cannot insulate this merger—which would far exceed the limits that Congress imposed—from judicial review.”

The appellants urge the court to make the full Commission review the Media Bureau’s order and facilitate the D.C. Circuit’s review of this unlawful FCC decision. In this case, lawyers at Democracy Forward are representing the appellants.

“The Court should issue a writ of mandamus directing the full Commission to act on Appellants' application for review and to stay the Media Bureau's order pending this Court's review,” the May 18 brief argued. “In the alternative, the Court should hold the petitions for mandamus in abeyance while the merger is enjoined and order the Commission to report on the status of the application for review every 30 days.”

The filing was made in two combined cases seeking to block the merger. One is an antitrust suit brought by Broadband Communications Association Of Pennsylvania, Newsmax and others; the second one was an emergency petition brought by Free Press and other groups asking the court to force the FCC to act on their motion to reconsider the merger approval.

The FCC opposed the petition and the court subsequently denied motions for an emergency stay of the merger, in part because a federal court in California has issued a preliminary injunction halting the merger as it considers a separate antitrust lawsuit filed by various states and DirecTV.

Opponents argues that If allowed to proceed, the merger would let Nexstar own or operate 265 full-power television stations reaching more than 80 percent of U.S. television households. This is more than double the 39 percent national ownership limit that Congress set. In many markets, Nexstar would control half or more of all commercial stations that air English-language news, further limiting options in already concentrated markets.

“The FCC’s politically motivated approval of the Nexstar-Tegna merger makes a mockery of the rules Congress created to prevent broadcast-television monopolies,” said Matt Wood, Free Press’ vice president of policy and general counsel, in a statement. “The most offensive trick in FCC Chairman Brendan Carr’s arsenal is the claim that FCC underlings can bless a transaction and let the merger proponents close the deal — yet somehow that decision isn’t final for purposes of appellate-court review. As our pleadings in this case make clear, Trump’s FCC chairman celebrates this decision he ordered, yet still has the gall to go to court and say the decision isn’t final enough for appeal.”

“The harms will be immense if a broadcast giant like Nexstar is allowed to control even more local-news media,” he added. “Congress rightly made broadcast TV-station consolidation of this scale illegal. That’s why we’ve asked the D.C. Circuit to stop this unlawful merger, and to reject Brendan Carr’s scheme to let the deal go ahead while shielding it from court review. And it’s why we’re committed to fighting the ongoing takeover of U.S. media by interests that are beholden to an authoritarian president — and care little about serving the needs of a diverse democracy.”

In its filing with the court, the FCC has said the full Commission will vote on the merger, which the Media Bureau found to be “in the public interest” sometime this year but declined to offer a specific date or time frame.

IRVING, Texas—Nexstar Media Group has named Executive Vice President, General Counsel and Secretary Elizabeth Ryder to its board of directors.

The move comes as the company faces important legal challenges over its acquisition of Tegna.

Ryder had held the same role from 2017 to 2022, and before that was senior vice president and general counsel. At that time, she oversaw Nexstar’s legal and regulatory efforts related to its 2017 acquisition of Media General and 2019 purchase of Tribune Media. For the past four years, she has been Nexstar’s senior outside legal counsel. She joined Nexstar in 2009.

“We are very pleased to welcome Elizabeth back to Nexstar’s executive team on a full-time basis,” Perry Sook, Nexstar’s founder, chairman and CEO, said. “Her counsel over the past four years has been invaluable. She brings a depth of legal experience unmatched in the media industry, knows Nexstar and its mission intimately, and understands the evolving media landscape as very few do.”

Nexstar also promoted three senior executives to new posts:

• Scott Weaver has been promoted to executive vice president, government relations.
• Lindsey Knapp was elevated to executive vice president, human resources and associate general counsel.
• Jason Roberts advanced to senior vice president, deputy general counsel and assistant corporate secretary.

Weaver joined Nexstar in 2024 as senior VP, government relations, and has been responsible for setting the company’s legislative and regulatory priorities, representing Nexstar’s interests to the executive branch of the federal government, Congress, and a variety of regulatory bodies. He established Nexstar’s first Office of Government Affairs in Washington, D.C., shortly after joining. He will continue to report directly to Sook.

Knapp had been senior vice president, human resources and associate general counsel, since 2024, directing comprehensive due diligence during mergers and acquisitions and advising on workforce composition, culture and integration issues. She has also managed a variety of organizational changes designed to improve efficiency and productivity and was instrumental in the creation and implementation of Nexstar’s employment law compliance program. Ms. Knapp joined Nexstar in 2022 as VP, human resources and associate general counsel. She will report to President and Chief Operating Officer Michael Biard.

Roberts joined Nexstar as associate general counsel in 2019, following the company’s acquisition of Tribune Media, where he was assistant general counsel for 10 years, overseeing legal matters for approximately one-third of Tribune’s TV station portfolio, negotiating complex commercial contracts and advising on regulatory and content matters. He has had similar responsibilities at Nexstar while also managing the legal aspects of the company’s transition to ATSC 3.0 and establishing its regulatory training programs. Roberts will report to Ryder.

“Scott, Lindsey and Jason are talented and experienced leaders in their respective fields who are deeply committed to Nexstar’s long-term success,” Sook said. “Each of them has a keen understanding of our media businesses and our people, the forces that are shaping the industry and the critical role we play in the communities we serve. We are fortunate to have them as members of our management team.”

Nexstar Media Group reported record revenue in the first quarter, up 13.1% year over year, as executives outlined plans to combat antitrust lawsuits that are seeking to block the company’s $6.2 billion acquisition of Tegna, insisting they would complete the merger.

In its earnings report, Nexstar reported net revenue of $1.396 billion in Q1 2026, up 13.1% from the $1.234 billion reported a year earlier as net income spiked by 64.9% YoY to $160 million in Q1. Advertising was strong, up 19.1% YoY to $548 million, while distribution revenue increased by 9.8% YoY to $847 million.

Lee Gliha, executive vice president and chief financial officer, said the company was seeing a “a little bit of a weaker advertising environment in the second quarter than we did see in the first quarter.”

“What I tend to look at is I look at our categories and I look at which ones are increasing versus decreasing on a quarter-to-quarter basis,” Gliha added. “And last quarter, it was about 50-50. And this quarter, it's about 2/3 decreasing and 1/3 increasing. So I think it's just kind of a general overall weakness.”

Perry Sook, founder, chairman and CEO of Nexstar, said that “our acquisition of Tegna represents an important step in solidifying our future” and cautioned analysts “against attempting to draw legal conclusions at this stage.”

“We are confident in our arguments expressed in detail in the FCC's order approving the transaction that a stronger, more financially resilient and local broadcast industry is in the public's best interest,” Sook said. “We believe this is a fight worth having for us, for our industry and for the future of local journalism.”

“This transaction represents an opportunity to further our long-standing commitment to serving the communities of all sizes with high-quality free over-the-air programming, fact-based journalism and innovative digital and marketing solutions for both our viewers and our advertising partners,” he added. “We're focused on presenting the strongest possible legal arguments to the court, and to that end, we've engaged Beth Wilkinson at Wilkinson Stekloff, to lead our trial and appellate efforts, supplementing our former antitrust council at Morrison Forrester. Beth is one of the nation's most highly regarded trial lawyers having recently led the defense team that secured a victory for the NFL and its 32 member teams and a major antitrust class action suit challenging the Sunday Ticket distribution and related media agreements.”

“With our expanded legal team in place, we move forward now with complete confidence in the merits of our case and our ability to bring this process to a successful conclusion,” he explained. “As far as next steps are concerned, there are multiple legal proceedings underway. First, we filed our notice of appeal of the preliminary injunction before the Ninth Circuit Court of Appeals. Second, the trial in the U.S. District Court for the Eastern District of California. And finally, there is also a separate challenge to the FCC's approval of the transaction pending before the D.C. Circuit Court. The court has already denied a request for an emergency stay finding that it lacks jurisdiction at this stage. Both we and the FCC have been directed to file responses to the petition by May 11.”

“While we don't have control over the various courts’ timelines, in the meantime, in compliance with the court order, Nexstar and Tegna are operating separately and we are proud of both teams’ continued focus on execution and their local community commitments,” he said.

In response to a question about why the FCC didn’t eliminate the ownership cap first and then approve the Nexstar/Tegna deal, Sook stressed that “the Tegna acquisition was approved. We do own the assets. I want to start there, and we feel that went through a fulsome approval process at both the FCC and the DOJ…I don't presuppose to be in the mind of chairman [Carr], but if you go back and look at public statements that he's made, since he was a commissioner, whether his party was in power or out of powe, he has said these rules are antiquated relic of the past and they need to go.

“I believe to this day, and I don't rule out that he will start a proceeding perhaps in this quarter or the next quarter would be a rulemaking to eliminate the national ownership cap,” Sook added. “I think that Chairman Carr is totally aware of market realities why he's taking the actions that he has taken, and so I think we are still on a path to regulatory deregulation and we are very thankful that we were able to make a persuasive case to qualify for a waiver during dependency of those proceedings.”

But Sook cautioned that “it's not just as simple as putting out a press release and saying, there was a change. There's a lot of legal work that has to go into that, a lot of wordsmithing, a lot of consultation with advisers. So I don't—I would not suppose or presume that those actions are off track. It's just—there's obviously a lot going on, a lot of M&A in addition to ours, that is under consideration at the FCC and the DOJ. And so I just think it's—I think these things are moving through the pipeline, but I would not presume that they have stopped or will not move through the pipeline ultimately.”

Nexstar President and Chief Operating Officer Michael Biard added that he didn't think changing the ownership rules prior to approving the Nexstar-Tegna deal would have stopped opponents from filing suits to block the deal.

"I don't think if you look at the claims that have been made in the litigation that the order with respect to the cap would change anything," he said. "The claims being made by the plaintiffs essentially are outside of the FCC purview. They come from an antitrust perspective, which is really a different analysis mile than the FCC. I think the FCC could have yielded a waiver, a complete elimination of the rules in gold and served it up on a platter, and the plaintiff still would have found reason to complain in this case."

The Federal Communications Commission is urging the U.S. Court of Appeals for the D.C. Circuit to dismiss appeals filed in consolidated antitrust cases seeking to block the agency’s previously issued ruling approving the Nexstar/Tegna merger.

The motions appealing the FCC's approval were filed in the court by several broadband associations, DirecTV and Newsmax. Since then, in late April, the U.S. Court of Appeals for the District of Columbia Circuit denied an emergency motion to stay the $6.2 billion Nexstar/Tegna merger.

In a May 5 filing the FCC argued that “under binding Circuit precedent, this Court lacks jurisdiction to review an order issued by the Commission’s staff. The Court should therefore dismiss these appeals.”

In its arguments, the FCC noted that its Media Bureau, “not the Commission, has acted. And the Commission has not denied—constructively or otherwise—the recently filed application for review.

In all events, appellants’ arguments in support of jurisdiction cannot overcome the plain text of 47 U.S.C. § 155(c)(7). The second sentence of that provision states: `The time … within which an appeal must be taken under [47 U.S.C. § 402(b)] shall be computed from the date upon which public notice is given of orders disposing of all applications for review filed in any case.’”

“Thus, Congress made clear that the filing window for appeals under section 402(b)—i.e., the timeframe `within which an appeal must be taken’—does not open until the FCC has acted on all pending applications for review of staff decisions. This confirms what the Court previously concluded: `Congress did not intend that the court review a staff decision that has not been adopted by the Commission itself.’”

As a result, “This Court lacks jurisdiction to review orders issued by the FCC’s staff, including the Media Bureau’s order in this case,” the FCC concluded. “Accordingly, the Court should grant this motion and dismiss these appeals.”

The merger has also been challenged in Federal Court in California, where the court has issued a preliminary injunction preventing Nexstar from going ahead with the merger.

Sinclair remains bullish about the prospects for consolidation and M&A in the broadcast TV station market, CEO Chris Ripley told analysts on the station group’s first-quarter earnings call.

Ripley said the Federal Communications Commission and Justice Department’s recent approval of the $6.2 billion Nexstar Media Group-Tegna merger “will be tremendously helpful to the industry going forward and pursuing a much-needed consolidation.”

Ripley also pushed back against attempts by attorneys general in 13 states to block the Nexstar-Tegna deal on antitrust grounds, calling the lawsuit “very flimsy.”

“We have seen an approval of that transaction [Nexstar-Tegna] from both the FCC and the DOJ with no conditions and no divestitures required from the DOJ,” Ripley said. “So that is a huge change in the way the DOJ has historically looked at our market, which was defined as just competition amongst local broadcasters. And they have finally come up to date with the realities of the current marketplace, which is that we compete across many different mediums, including cable and connected TVs. So that's a huge win and it's been a long time in coming, and it will be tremendously helpful to the industry going forward and pursuing a much-needed consolidation.”

Ripley also said he expects that the FCC will also eliminate ownership caps on station groups. “I do think that will happen,” he said. “Of course, that’s up to the FCC. And certainly, as an industry, we have been lobbying for that. So it is something that I do expect will happen in the future. so that you don't have to rely on waivers.”

The rule changes, he said, mean that “we're going to head towards a marketplace where you've got two large groups that the industry consolidates up to, which still will be relatively small in the TMT [technology media and telecommunications] landscape, but will be much better competitors within that broader landscape as they improve on efficiencies and gain more access to better talent and open up business opportunities. So that's very exciting.”

He also pushed back against attempts by some AGs to block the deal. “We do think that the case brought against that deal is very flimsy in terms of the merits,” he said.

Ripley noted that seeing some of the objections raised by the AGs would help them in the future: “And we believe that now that we've seen the playbook, any future transactions, we can significantly mitigate a similar playbook in future transactions. And I think just there's a lot of unique features in the Nexstar-Tegna deal, like it was essentially a No. 1 and No. 2 coming together, which certainly wouldn't be what you would expect mathematically can happen in the next combination. And there was a bunch of optics around the deal, which didn't look great, which we're very unique to this situation.”

“We, of course…would rather Nexstar just proceed forward on a clean basis, but we have a lot of faith that they'll play through this,” he continued. “And we do think future large transactions will learn a lot from this process and be able to significantly mitigate the risk.”

In terms of Sinclair’s ongoing pursuit of a merger with Scripps, Ripley said: “As it relates to Scripps, the industrial logic is still there. Our position on the deal is still the same. As I mentioned in my remarks, we would be happy to pick up discussions again around such a transaction, but we are not standing still. We are looking at multiple other opportunities to achieve similar levels of benefits and synergies. So [we] will keep moving. And if something were to materialize with Scripps, great. But if not, we're moving forward.”

Five more attorneys general, including two Republicans, have joined the antitrust lawsuit seeking to block the $6.2 billion dollar merger of Nexstar Media Group and Tegna, expanding the plaintiffs to a total of 13 states.

The AGs also filed an amended complaint in the U.S. District Court for the Eastern District of California.

The deal was approved by the Federal Communications Commission and Justice Department, but it is on hold after a federal judge granted a preliminary injunction halting the transaction while litigation proceeds.

“Antitrust enforcement is not political—it’s about protecting working families and helping ensure the benefits of a vibrant economy are for everyone, not just well-connected corporations,” California Attorney General Rob Bonta said in announciing the additional plaintiffs. “Today, five additional states join us in our challenge of the Nexstar/Tegna merger, now making this lawsuit a bipartisan effort.

“This is not controversial stuff—this merger is illegal and will give Nexstar and Tegna the ability to control and raise prices, fire journalists and dominate the media landscape,” Bonta continued. “State attorneys general nationwide understand just how important robust antitrust enforcement is to American life, and what a rotten deal this is for consumers, for workers, for affordability and for our local news. We welcome our sister states into the fray and look forward to fighting alongside them.”

Following the filing of the original complaint by eight AGs, all Democrats, on March 18, a judge in the Eastern District of California granted a preliminary injunction halting the merger.

That injunction followed a temporary restraining order granted in a challenge brought by DirecTV. The court has consolidated the states’ case with DirecTV’s related case. Defendants appealed the preliminary injunction to the 9th U.S. Circuit Court of Appeals, and Nexstar’s opening brief is due May 20.

In filing the amended complaint, the state coalition now includes the attorneys general of Colorado, Connecticut, Illinois, Indiana, Kansas, Massachusetts, New York, North Carolina, Oregon, Pennsylvania, Vermont and Virginia.

In response, Nexstar issued a statement: “By aligning with private equity-backed DirecTV, these misguided attorneys general are strangling local journalism—the most trusted source of independent, fact-based news available to Americans. The AGs, none of whom has a track record of advocating for local media, would do well to understand the industry they purport to protect. They should also recognize the binding commitments Nexstar has made to increase the amount of local news coverage in many markets, including today's settlement with the Ohio Attorney General. And they should be far more wary of the real drivers of the decline of local news: the unchecked rise of Big Tech platforms, the spread of misinformation on social media, and the economic pressures that have already led to widespread newsroom closures. Tellingly, none of them appeared on local broadcast news to discuss this issue, but their social media posts were immediate.

“In today’s media landscape, multibillion-dollar technology companies compete directly with local broadcasters while facing none of the same ownership, reach, or size constraints, putting untenable pressure on the economic model that supports local news,” the statement continued. “The alternative to this deal is not more independently owned outlets—it’s the demise of your local broadcast station.”

WASHINGTON—The U.S. Court of Appeals for the District of Columbia Circuit has denied an emergency motion to stay the $6.2 billion Nexstar/Tegna merger that was filed in the court by several broadband associations, DirecTV and Newsmax after the Federal Communications Commission approved the deal.

In a April 28 order, the court noted that a preliminary injunction preventing Nexstar and Tegna from going ahead with the deal and integrating their operations had already been entered by the United States District Court for the Eastern District of California.

“Appellants’ mandamus petitions request a stay of the Media Bureau Order under the All Writs Act, 28 U.S.C. § 1651,” the order said. “For this court to grant such a stay, appellants must show, inter alia, `irreparable harm in the absence of a stay.’”

However, “appellants’ showing of irreparable harm appears to be diminished by the preliminary injunction,” in California, the court noted.

In addition, “appellants have not satisfied the stringent requirements for a stay pending appeal. Specifically, appellants have not shown this court is likely to have jurisdiction under 47 U.S.C. § 402(b) to review the March 19, 2026 order of the Federal Communications Commission’s Media Bureau. An application for review of the Media Bureau Order is currently pending before the Federal Communications Commission. And an appeal of the Media Bureau Order filed in this court before the Commission has resolved the application for review `is subject to dismissal as incurably premature.’"

IRVING, Texas—As part of the 30th anniversary of Nexstar Media Group’s 1996 founding, the Nexstar Media Charitable Foundation in June will launch “30 Days of Giving,” providing nonprofits and charities with a total of $150,000 in donations.

During the 30 days of June, the foundation will award a $5,000 grant every day to non-profit and charitable organizations located in 30 communities served by Nexstar’s television stations, networks and digital operations.

“A critical part of Nexstar’s legacy is giving back to the communities we serve, not just by delivering outstanding journalism and unbiased fact-based local news, but through volunteer work, community engagement, and financial support,” Nexstar Founder, Chairman and CEO Perry Sook said. “Nexstar launched ‘Founder’s Day’ in 2016 to commemorate our 20th anniversary, and every year we mark the occasion with paid time off for our employees to volunteer at local charities and nonprofit organizations. The launch of ‘30 Days of Giving’ will expand our impact as we mark our 30th anniversary, uniting the company around a meaningful initiative that deepens our support of the communities in which we are located.”

“30 Days of Giving” is an employee-driven initiative, with local Founder’s Day committees made up of employees deciding which community charitable or non-profit organization to nominate to receive a grant. The Foundation will choose worthy recipients from 30 different communities served by Nexstar, with a $5,000 grant being awarded every day during June.

Nexstar was founded with one television station on June 17, 1996, with a single broadcast television station, WYOU-TV, in Scranton, Pa., and has since become the largest U.S. broadcast station group, with more than 200 owned or operated local television stations, the NewsNation cable television news network, The CW broadcast network, and digital media outlets like The Hill.

In response to a preliminary injunction prohibiting Nexstar from carrying out its $6.2 billion acquisition of Tegna, Nexstar has announced that it will appeal the ruling by a federal judge to the Ninth Circuit Court of Appeals.

The ruling could delay the merger for at least some weeks, if not months, until the Ninth Circuit rules and have a chilling impact on dealmaking in the broadcast station sector, which has been embarking on another wave of consolidation.

As previously reported, a temporary restraining order (TRO) halting the merger between Nexstar and Tegna was issued in late March by U.S. District Judge Troy L. Nunley in California in the U.S. District Court Eastern District Of California.

He is presiding over an anti-trust case brought by DirecTV and eight state Attorneys General seeking to block the deal, which has been approved by the Department of Justice and the Federal communications Commission.

Last week Nunley extended the TRO by one week and on April 18 issued a preliminary injunction that will take effect on April 21.

Nexstar responded by saying “This transaction closed more than four weeks ago following receipt of all required regulatory approvals from the Federal Communications Commission and the U.S. Department of Justice. Nexstar Media Group now owns TEGNA and has taken steps consistent with the Court order that has been in effect…This pro competitive transaction will make local stations stronger and support continued investment in local journalism and fact-based news. We will appeal today’s decision and look forward to presenting our case on its merits before the Ninth Circuit Court of Appeals.”

California Attorney General Rob Bonta, who is one of eight AGs involved in the case said "my office and attorneys general nationwide have secured a preliminary injunction in our lawsuit opposing the illegal and U.S. DOJ-approved merger of Nexstar/Tegna — an order that demands the broadcasting titans stop merging while our case proceeds. This is a critical win in our case,” “This merger is illegal, plain and simple. The federal government may have thrown in the towel, but we’ll keep fighting for consumers, for workers, for affordability, and for our local news.”

FCC Commissioner Anna Gomez applauded the ruling and criticized the regulator's hurried approval process.

“This is an important step toward ensuring that decisions of this magnitude are made with consumers in mind, not billion-dollar companies cutting backroom deals out of public view,” she posted on X. “I welcome the court’s decision to pause this transaction and bring much-needed scrutiny to a deeply flawed approval process."

It isn't immediately clear how long an appeal might take. If that appeal fails the ruling could delay implementation of the merger until 2027 when a jury trial would be held.

While the litigation continues, some analysts have argued that the ruling could "ice" broadcast M&A.

The court ruling is available here.

SACRAMENTO–A federal judge has issued an order extending for one week a temporary restraining order (TRO) preventing Nexstar and Tegna from integrating their operations as he continues to consider whether or not to grant a preliminary injunction in an antitrust case seeking to block the $6.2 billion merger.

As previously reported, a temporary restraining order (TRO) halting the merger between Nexstar and Tegna was issued in late March by U.S. District Judge Troy L. Nunley in California in the U.S. District Court Eastern District Of California.

The ruling blocks the two companies from proceeding with integration of their operations until the court rules on whether or not to issue a preliminary injunction in an antitrust case filed by DirecTV and Attorneys General in eight states.

The lawsuit seeks to block the deal that was approved by the Federal Communications Commission and the Department of Justice. The court heard arguments on the issue from both sides during a hearing on April 7 that was attended by Nexstar chairman and CEO Perry Sook.

While the April 10 order continues to limit Nexstar’s ability to integrate its operations with Tegna, the judge softened a number of important provisions in the original TRO.

In its response to the TRO, Nexstar opposed the TRO suggested a number of changes needed to be made if the judge planned to keep it in place.

The new order allows Nexstar to undertake ordinary course cash management, ordinary-course intercompany transfers, and ordinary-course debt service and repayment activities necessary to comply with Nexstar’s financing obligations.

It also allows Nexstar to take reasonable actions necessary to maintain Tegna’s day-to-day operations and allows Nexstar to perform all obligations required under its debt instruments, SEC reporting requirements, or refinancing transactions.

In addition it allows Nexstar to require that management of Tegna adhere to the interim operating covenants set forth in the Merger Agreement and allows Nexstar to require that management of Tegna adhere to the interim operating covenants set forth in the Merger Agreement.

SACRAMENTO—Following a hearing in Federal Court on April 7 on whether Nexstar can continue go forward with its $6.2 billion deal to acquire Tegna, LightShed Partners financial analyst Richard Greenfield has issued a note to investors arguing that he expects California District Court Judge Troy Nunley to grant a preliminary injunction halting the deal and that the ruling could have a major impact on dealmaking in the broadcast station sector.

As previously reported, a temporary restraining order (TRO) halting the merger between Nexstar and Tegna was issued by U.S. District Judge Troy L. Nunley in California in the U.S. District Court Eastern District Of California. The ruling blocks the two companies from proceeding with integration of their operations until the court rules on whether or not to issue a preliminary injunction in an antitrust case filed by DirecTV that seeks to block the deal. The Federal Communications Commission and the Department of Justice had earlier approved the deal.

The court heard arguments from both sides during a hearing on April 7 that was attended by Nexstar chairman and CEO Perry Sook.

At the end of the hearing Judge Nunley indicated that he would release a full ruling by Friday, April 10. Following the hearing, several published accounts (available here, here and here) indicated Judge Nunley seemed likely to issue the preliminary injunction based on his reaction to the arguments.

“Given the harshness of Nunley’s March 28th Temporary Restraining Order (link), we believe the most likely outcome is a preliminary injunction barring further integration,” Greenfield wrote in a note to investors. “What will be most interesting is whether Nunley acknowledges the challenges highlighted by Nexstar in their response to the TRO or maintains the same strict `keep separate’ order for a transaction that has already closed.”

“If the Nexstar case goes to trial, the best case is likely a mid-to-late Q4 hearing, with a decision in early 2027 and an appeal process that could eat up most of 2027,” he added.

“Remember, with the broadcast ownership cap effectively waived by the FCC to clear a path for consolidation, the Nexstar/Tegna merger was expected to drive a wave of consolidation over the next couple of years, including Nexstar and its peers,” he concluded. “We suspect this litigation could chill near term M&A across the broadcast sector, reducing the odds of a near-term settlement.”

The deal also faces ongoing litigation from Newsmax Media and several pay TV groups who have filed a motion in United States Court Of Appeals for the District Of Columbia Circuit seeking to halt the deal.

Other parties have filed papers with the Federal Communications Commission asking it to reconsider its approval of the $6.2 billion deal.

SACRAMENTO—In response to a temporary restraining order (TRO) pausing the $6.2 billion Nexstar/Tegna merger, Nexstar’s lawyers have strongly pushed back against the court order, saying that aspects of the merger are “impossible to reverse” and that “the TRO creates immediate operational harm to Tegna and Nexstar, regulatory conflicts, and a governance vacuum.”

The TRO was issued by U.S. District Judge Troy L. Nunley in California in the U.S. District Court Eastern District Of California in an antitrust suit brought by DirecTV. The ruling temporarily blocks the two companies from proceeding with integration of their operations. The court has asked for further pleadings on the issue and plans to hold an in-person hearing on April 7.

Nexstar’s March 31 response stressed that “Defendants Nexstar Media Group, Inc. and TEGNA Inc. hereby notify the Court that Defendants cannot implement certain provisions of the TRO as written because of actions already completed at closing and legal obligations that cannot be reversed. The TRO creates immediate operational harm to Tegna and Nexstar, regulatory conflicts, and a governance vacuum…Upon closing, Nexstar and Tegna took many typical steps that may not have been apparent to the Court when it issued its TRO. It is particularly difficult to freeze integration that was already taking place, unlike a conventional hold-separate order. Complying with certain aspects of the TRO is impossible and could jeopardize Nexstar and the Tegna assets the Court seeks to preserve.”

After laying out a long more specific list of operational problems and harms what would be created by the TRO, Nexstar also proposed some changes to the TRO to mitigate some of the problems created by the order. Those include changed in the following areas:

1. Debt and Cash Management
2. Corporate Governance and Operational Control
3. Distribution Agreements and Retransmission
4. Corporate Governance Structure and Officer Authority:
5. Financing and Reporting Obligations
6. Management Authority and “Ordinary Course” Operations
7. Corporate Governance and Officer Authority
8. Employee Compensation and Workforce Decisions
9. Interim Operating Covenants

“Nexstar’s above proposals may allow Defendants to mitigate some of the irreparable harm occurring to the combined company, comply with the TRO, and protect Tegna station assets over the next several days,” the filing argued. “The proposals, however, do not fully address the harm and are not sustainable beyond the preliminary injunction hearing set for April 7, 2026. Additional proposals and clarifications may be required in the coming days to forestall further material harm associated with the TRO.”

SACRAMENTO—A temporary restraining order (TRO) halting the merger between Nexstar and Tegna has been issued by U.S. District Judge Troy L. Nunley in California in the U.S. District Court Eastern District Of California.

The ruling blocks the two companies from proceeding with integration of their operations until the court issues another ruling on a preliminary injunction in an antitrust case filed by DirecTV that seeks to block the deal.

The court has asked for further pleadings on the issue and plans to hold an in-person hearing on April 7.

The FCC approved the deal and Nexstar announced it had closed the $6.2 billion transaction but the merger continues to be challenged in the court.

The March 27 ruling was in response to an antitrust suit brought by DirecTV in the Eastern District of California, the same court where where eight states have filed a separate antitrust lawsuit seeking to block the deal. Opponents of the deal have also filed lawsuits in Federal Court in U.S. Court of Appeals for the District Of Columbia Circuit.

In the ruling, Nunley noted that the deal will allow Nexstar to increase retransmission fees, which will give it more leverage to “threaten and impose blackouts…That threat leaves distributors with two bad options: acquiesce to Nexstar’s higher fees or lose access to these stations, thereby blocking the MVPD’s subscribers from accessing the content carried on the blacked-out stations and driving some consumers to switch to other distributors’ services where they can find that same content.”

“In short, by making blackouts even more painful for distributors like DirecTV, the merger will make it even harder for them to resist Nexstar’s demands for higher prices,” the judge wrote.

Nunley also rejected Nexstar’s arguments that a TRO would harm them. “First, Defendants do not adequately explain why a hold-separate order would prevent Nexstar or Tegna from expanding and increasing its investment in local news or prevent it from investing in local programming and local coverage. Second, congressional intent will not be undermined simply because the FCC has cleared this transaction. As Plaintiff correctly notes, the FCC was `not given the power to decided antitrust issues’ and FCC action `was not intended to prevent enforcement of the antitrust laws in federal courts.’ A court order to enforce antitrust laws, therefore, would not undermine congressional intent in regulation of the broadcast industry.”

“Based on the foregoing, the Court finds Plaintiff [DirecTV] sufficiently establishes irreparable harm in the absence of a TRO,” the court noted.

WASHINGTON—The Federal Communications Commission has filed a brief asking the U.S. Court Of Appeals for the District Of Columbia Circuit to reject a motion by opponents of the Nextstar/Tegna deal for an emergency stay that would halt any integration of the two station groups.

In the filing the agency argues that it had the authority to approve the deal by waiving ownership caps and that the deal was in the public interest because it would allow combined company `to expand their investments in local news, and compete more effectively in the modern media marketplace’.

As previously reported opponents have filed motions in federal courts in the D.C. Circuit and in California seeking to stop the merger following the FCC’s approval of the deal and the Nexstar announcement the deal had closed on March 19.

The agency made the filing in the U.S. Court Of Appeals For The District Of Columbia Circuit in response to motions for an emergency stay of the Nexstar/Tegna deal by Broadband Communications Association Of Pennsylvania, Newsmax, Free Press and others. The National Religious Broadcasters has also filed an Amicus Brief supporting the stay.

In the filing the FCC said that “an a detailed decision, the [FCC’s Media] Bureau reasonably found that in light of a transformed media landscape, as well as Nexstar’s commitments concerning divestiture of certain stations, increased local news programming, and maintenance of retransmission consent rates, the public interest benefits of the proposed transaction outweighed any potential public interest harms.”

The FCC urged the court to “deny appellants’ motions for a stay of the Order pending appeal. Appellants have not shown that they have a likelihood of success on their claims, nor have they satisfied the other stringent requirements for obtaining such extraordinary relief. The Bureau exercised its power to waive the Commission’s national television ownership cap, as well as the local ownership limits in certain markets, for `good cause shown.’...[A]pproval of Nexstar’s acquisition of Tegna will advance the Commission’s longstanding goals by allowing the combined entity’s stations to `continue and in fact expand their investments in local news,’ `compete more effectively in the modern media marketplace,’ and `counteract the growing imbalance of power between those local broadcast TV stations … and the powerful Big Four national programmers.’ Because approval of the transaction will result in these significant public benefits, the Bureau justifiably concluded that it would serve `the public interest, convenience, and necessity.’

The full FCC brief can be found here.

WASHINGTON—During his monthly press conference, Federal Communications Commission Chair Brendan Carr reiterated his controversial plans to enforce public interest rules on broadcasters who show "news bias" while describing the agency’s decision to approve the Nexstar/Tegna deal as being part of a larger policy to create a “healthy, thriving local broadcast TV market.“

Carr also provided new details about an ongoing enforcement action against Disney relating to a violation of “equal time” rules.

Since becoming FCC chair in 2025, Carr has said the agency was investigating various Disney properties for a variety of alleged offences. Those include their DEI practices, "news bias" in ABC’s handling of a 2026 Presidential debate and potential equal time violations.

Earlier this year, the FCC Media Bureau under Carr issued guidance telling broadcast stations airing certain late night and daytime talk shows that they are required to give equal time to rival candidates if those shows air interviews with political candidates. This prompted a major controversy when Stephen Colbert said CBS refused to allow him to air an interview with Texas State Representative James Talarico, a Democrat running for the U.S. Senate in Texas on his late night show.

Subsequently the FCC said in early February it had opened an investigation into `The View’ on ABC, which aired an separate interview with Talarico.

During the March 26 press conference, Carr said that the equal time rules require that stations to file “an equal time notice” in their political file. This triggers a window during which other candidates can “seek out and obtain their comparable time and placement."

Carr added that “the Disney owned TV station…didn't make any filing indicating that there had been a legally qualified candidate for office” in their non-news programming. In contrast, “every single TV station other than the one owned by Disney that ran that program did, in fact, file a notice regarding the appearance by James Talarico," Carr added.

In response to what enforcement action the FCC has taken in the matter, Carr said “it's ongoing right now. So we have lots of enforcement tools that are available to the FCC. We have our version of subpoenas, which are letters of inquiry. At this point, I'll just say that. You know, we've taken some enforcement measures with respect to Disney and `The View’. So we're still in the midst of this enforcement proceeding. We've taken certain steps. We're going to be taking others here soon and [not] announced publicly on that, but it is an enforcement matter at this point.”

In terms of the FCC's approval of the Nexstar Tegna merger, Carr put the agency’s decision in the context of the ongoing problems of local journalism. If “you look at this massive, secular decline in reporters, and you look at the future of the broadcast TV industry, I think it's imperative as a national policy matter that we should want a healthy, thriving local broadcast TV market,” he said

In response to a question about whether the FCC was planning to overturn the ownership caps on broadcast stations, Carr said “I think we should give broadcasters, local TV stations in particular, a fighting chance in this new frothy media environment” but stressed that the agency hadn’t made a final decision.

He also hinted that approving waivers to the ownership cap in mergers on a case by case basis, as it did in the Nexstar/Tegna deal, might be an acceptable policy even if the ownership rules weren’t changed.

“This is a rule that the FCC has said over and over again, is a rule, and any rule can be waived when the waiver standard is met," he said. "And that's a case by case review in terms of application of the waiver standard.”

Strictly enforcing the rules without considering wavers “stops all transactions from being reviewed by the FCC, good transactions and bad transactions alike. So I think…being able to take a case by case look at transactions makes sense. Transactions that are in the public interest, we can let through and transactions that aren't, we can stop. Moving into that sort of a more refined approach is better.”

In a separate press conference, FCC Commissioner Anna Gomez, a Democrat, disputed Carr’s defense of the Nexstar/Tegna approval process with some of her strongest words to date.

“Last week's rushed closed door approval of the unlawful Nexstar/Tegna merger is just the latest example of what I call the billionaire bypass,” Gomez complained. If “you are a billionaire with business before a government agency and a perceived friend of the White House, your transaction will get fast track approval. We saw it with the Paramount Skydance transaction, where the FCC immediately approved the deal, after Skydance agreed to make CBS more friendly to this administration, and after CBS paid to settle [a Trump lawsuit]...We are seeing it play out again with the proposed Warner Brothers discovery and Paramount merger, and we saw it last week with a $6.2 billion deal that sailed through multiple levels of regulatory scrutiny in a single day.”

“[M]eanwhile smaller transactions from less connected companies filed months earlier are still waiting,” she said. “This is not a coincidence. It is a pattern, and it tells you exactly who this FCC is working for, and it is certainly not the vast majority of American consumers.”

Gomez also described the approval as “flatly illegal. Congress said the national broadcast ownership cap at 39% of American homes. It reaffirmed that limit three times over 20 years, most recent, recently in 2004 when it explicitly stripped the FCC of any authority to waive or modify it. The law is not ambiguous. The FCC cannot rewrite it. It cannot ignore it. Yet, that is exactly what the media Bureau did last week, under bureaucratic cover, with no open process and no public accountability.”

SACRAMENTO—Nexstar has vigorously responded to a motion by eight states seeking a temporary restraining order (TRO) to stop its $6.2 billion merger with Tegna by arguing that a TRO would “irreparably harm Nexstar.”

“A temporary restraining order (TRO) preventing integration would irreparably harm Nexstar and others, halt the benefits of expanded local programming for millions, disrupt a fully approved and closed deal, jeopardize Nexstar’s business by creating confusion in the market, and impose in losses while creating a direct conflict with a lawful FCC Order,” the motion argued. “The States cite to no court that has issued a TRO on a consummated deal where, as here, two expert federal agencies have approved it. The Court should deny this thirteenth-hour request.”

Nexstar made the filing in the United States District Court Eastern District Of California Sacramento Division where eight states filed the antitrust lawsuit shortly after the Federal Communications Commission approved the deal and Nexstar announced the deal had been closed.

The lawsuit is one of at least three cases in federal courts seeking to block the merger.

In the California filing, Nexstar focused on several other key arguments including: the plaintiffs cannot meet the high standard for a temporary restraining order; the plaintiffs will not suffer immediate and irreparable harm; plaintiffs are unlikely to succeed on the merits; and a temporary restraining order would harm the public interest because it would “create conflicts of law”, deprive public benefits to the community and undermine Congressional intent. The filing also argued that the plaintiffs unduly delayed seeking relief and that the plaintiffs must post a bond for a temporary restraining order.

In the filing, Nexstar was particularly critical of the states, noted that “[t]he Plaintiff States worked directly with the DOJ in its review of the transaction yet raised no substantive concerns with Defendants until filing their Complaint. Now the States ask this Court to upend—on an expedited basis without adequate review—the well-considered decisions of two expert agencies. The FCC concluded the transaction serves the public interest by enabling expanded local news and information.”

The motion also emphatically rebutted the contention made by the states in their antitrust lawsuit that “the future Nexstar could charge more to cable and satellite companies for a license to retransmit local television signals,” which in turn would raise the costs of video programming.

“The States seek an `extraordinary remedy’ reserved for rare situations involving imminent, irreparable harm,” Nexstar said. “The States cannot support their sweeping request of the Court with their vague, speculative allegations of possible future financial injury. No imminent, irreparable harm exists. The States’ main theory is that Nexstar will raise retransmission fees at some point in the future. But, as the States acknowledge, any change in retransmission fees for expiring agreements is barred until after November 30, 2026 for parties that accept that extension. That alone defeats any claim of imminence. The FCC Order maintains the status quo, and many other agreements not covered directly by the FCC Order will not expire for years.”

The filing also contended that “their second claim of harm, that the transaction will hurt local journalism, fares no better. Again, among other reasons, the FCC Order commits Nexstar to expand local journalism and programming, just as it has done after prior deals. The FCC has committed Nexstar to divest six stations, including in Colorado, Connecticut, and Virginia, to further allay such concerns. At a minimum, those three States should dismiss their claims to preserve judicial resources.”

Nexstar repeated arguments that existing ownership caps are obsolete in the current media landscape where they compete against giant tech companies and contended that the TRO would delay the public benefits of the merger, which would allow Nexstar to invest more money in local journalism.

In addition, the “TRO would `impose a significant burden on Nexstar,” the filing noted. “Nexstar will suffer irreparable operational, financial, and competitive harm if forced to hold Tegna separate. A hold-separate order would prevent Nexstar from effectuating plans designed to result in cost savings and efficiencies, including systems integration, policy standardization, and retention of key employees. A delay will also impede coordination on key business functions, such as advertising sales, pricing, inventory management, and contract negotiations. Lost operational efficiencies alone have been valued at approximately and cannot be recaptured. A hold-separate requirement would also create uncertainty regarding the company’s operations and strategic direction, impairing Nexstar’s ability to preserve and grow key relationships and compete effectively. That uncertainty also creates substantial risk of attrition among key personnel, especially high performers. That uncertainty carries additional financial consequences—financing for the deal was based on operational and revenue synergies that, if delayed, could materially degrade Nexstar’s standing in financial markets. Finally, a TRO would force Nexstar not to implement its commitments under the FCC Order, putting it at risk of violating the FCC Order.”

WASHINGTON—Although the Federal Communications Commission has approved the Nexstar deal to acquire Tegna and Nexstar quickly declared the $6.2 billion transaction closed on March 19, legal challenges to the deal continue to mount, with Newsmax Media and several pay TV groups filing a motion in United States Court Of Appeals for the District Of Columbia Circuit seeking to halt the deal.

The emergency motion for stay and injunction pending appeal was filed on March 21 by the Broadband Communications Association Of Pennsylvania, Broadband Communications Association Of Washington, Indiana Cable And Broadband Association, Mississippi Internet And Television, Tennessee Cable & Broadband Association, VCTA – Broadband Association Of Virginia and Newsmax Media Inc.,

As previously reported, eight states have separately filed an emergency motion in California seeking an injunction blocking the deal while the federal court considers their antitrust lawsuit filed last week.

In addition, Monday March 23, Free Press, the Communications Workers of America, the United Church of Christ Media Justice Ministry, Inc. and Public Knowledge filed an appeal of the Federal Communications Commission’s rushed approval of the largest broadcast television merger in U.S. history.

The challenge, like the motion by Newsmax and the pay TV groups was filed in the U.S. Court of Appeals for the District of Columbia Circuit. It asks the court to stop the merger of Nexstar and Tegna before it proceeds and the companies combine all operations, and asks the court to set aside the FCC’s approval of the deal. The groups assert that the merger is unlawful, in contradiction of laws established by Congress and of FCC procedures, too.

Democracy Forward represents the coalition in the case. It filed a notice of appeal and motion on Monday.

“The whole point of these deals is not better news coverage, as these massive companies claim,” said Matt Wood, Free Press’ vice president of policy and general counsel. “They’re all about raising consumer prices while slashing the companies’ costs, which means firing reporters and centralizing the production of top-down, duplicative and watered-down news. We’re ready to challenge this unlawful deal before the courts and alongside the communities that Nexstar is supposed to be serving.”

The separate motion filed by Newsmax and pay TV group in the D.C. Circuit also complains that the FCC acted improperly in approving the deal and that Nexstar moved too quickly to close the deal.

“The merger `adversely affect[s]’ Appellants and consumers: By lifting regulatory restrictions on the first and third biggest broadcasters, the new company will upend the market for cable news and digital media and exert its newfound leverage to demand higher and higher fees from cable providers and other multichannel video programming distributors (MVPDs) wishing to carry Nexstar/Tegna stations (which in turn means higher monthly TV bills for American consumers). Yet while Congress guaranteed adversely affected entities the right to judicial review, it will be exceedingly difficult as a practical matter to unwind the acquisition once Tegna fully dissolves into Nexstar. That fact is not lost on Nexstar and TEGNA—rather than slowing things down to facilitate review, they apparently worked hand-in-glove with the FCC to frustrate judicial review: The order approving the transaction was publicly released around 6:50 PM; by 7:05 PM, Nexstar publicly announced that the transaction had already closed.”

More specifically, the filing argues that its challenge to the FCC’s order is likely to succeed because the FCC’s “order is flawed from stem to stern. In the Consolidated Appropriations Act of 2004, Congress prescribed a `39 percent national audience reach limitation, so a company with 80% national reach [that the combined Nexstar/Tegna group would have] should be a nonstarter. FCC regulations also prohibit one company from owning more than two stations in a single market—so a company owning 3 stations in scores of markets should also be a nonstarter. And even if the Commission somehow retained authority to suspend either requirement wholesale, the Commission has never done so—so allowing the subordinate Bureau to do so should be yet another nonstarter, because the Bureau expressly lacks authority over `novel questions of law, fact or policy.’”

“Under binding precedent from both this Court and the FCC, the least the Commission had to do was hold a hearing and put this transaction to a vote of the Commissioners,” the motion continued. “But that precedent went out the window after a social-media directive from President Trump to “GET THIS DEAL DONE!” The Media Bureau then dashed out an order approving the transaction in three-and-a-half months—roughly half the usual timeline—whistling past the Commission’s prior position that it lacked the authority to `decline to enforce” the 39% cap “against any person or entity.’”

“The remaining factors confirm the need for a stay,” the motion concluded “Notwithstanding the `serious, substantial’ legal questions that the Bureau purported to resolve, Nexstar and Tegna spirited their transaction across the finish-line in an attempt to avoid defending the Bureau’s `difficult and doubtful’ conclusions in court. Notwithstanding this gambit, substantial steps remain before full integration, and this Court should act promptly to enjoin them. Failing to do so would eviscerate Appellants’ right to review while hearkening the problems that Congress’ `39 percent national audience' reach limitation’ sought to prevent, concentrating control over high-value news, sports, and emergency programming in a single company and empowering that company to inflate prices while dictating what gets reported to 80% of households. And it would give future Commissioners (and Presidents) a roadmap to follow: Shunt politically-favored-but-legally-dubious mergers to the Bureau and give the parties a head-start to close before adversely affected entities can get into court. To protect its jurisdiction, to preserve Appellants’ statutory right to review, and to safeguard consumers, the Court should immediately stay the Bureau’s order and direct Nexstar and Tegna to hold separate and take no further steps to combine.”

SACRAMENTO, Calif.—Following the Federal Communications Commission's approval of the Nexstar/Tegna merger and Nexstar’s announcement that it had closed the $6.2 billion deal, eight states have filed a motion asking the United States District Court Eastern District Of California, Sacramento Division to issue a temporary restraining order to prevent the integration of the two companies until the Federal court rules on their previously filed antitrust lawsuit.

The motion was filed by the same eight states, California, Colorado, Connecticut, Illinois, New York, North Carolina, Oregon, and Virginia, who had filed a federal lawsuit contending that the deal would raise programming prices for consumers, increase blackouts over retransmission consent fees and reduce the diversity and quality of local news.

They are asking “for an order temporarily enjoining the nation’s largest broadcasting company, Nexstar Media Group, Inc. from integrating or commingling the assets and operations it has acquired from what was, yesterday, a substantial competitor, Tegna Inc., and requiring Nexstar to hold separate the acquired Tegna assets pending further proceedings.”

In the motion, the states complained about Nexstar’s decision to quickly close the deal following FCC approval “despite multiple pending lawsuits…[T]heir rush to consummate the Transaction raise the troubling specter that Defendants may be barreling forward with this transaction to frustrate effective judicial review. Plaintiff States seek emergency relief to prevent integration of Nexstar and Tegna and to preserve the Court’s ability to grant effective relief. If the requested relief is not granted, the harm to the public and to competition in the market for broadcast television licensing would commence immediately. The Transaction is set to create a broadcasting behemoth with control over an unprecedented share of broadcast television content, including local news and sports, from the nation’s most-watched `Big 4' stations (those affiliated with FOX, ABC, NBC or CBS). A post-merger Nexstar has more substantial power to raise prices for cable, satellite, and fiber-optic television consumers, and to control and degrade the quality and variety of broadcast television content.”

“Plaintiffs’ sought TRO [temporary retraining order] would not force Defendants to unwind the Transaction or divest assets on an emergency basis; it is instead narrowly tailored to keep the status quo and prevent Defendants from taking steps that would irreversibly alter competitive conditions and frustrate remedial abilities before the Court can rule on preliminary injunctive relief,” the motion concluded.

The full motion can be found here.

More on the original case can found here and the FCC approval of the deal here.

WASHINGTON—A coalition of groups who have opposed the $6.2 billion Nexstar/Tegna merger have filed an emergency petition and appeal with the Federal Communications Commission seeking to stay what they call “the agency’s unlawful March 19 decision” to approve the deal.

“To say that the merger will ‘adversely affect’ petitioners would be a massive understatement,” according to the filing, which was signed by associations representing pay TV companies, unions, public interest groups and groups representing broadband providers. “Everyone (including the applicants themselves) agrees that the new company will exert its newfound leverage to demand ever-higher fees ... which, in turn, will translate into higher prices for millions of subscribers. And the merger will further harm the public interest with imminent cuts to journalists and other workers employed by these stations across the country, and decreased competition and viewpoint diversity in news these stations produce.”

The emergency petition and application for review of the FCC order calls on the agency to stay its Nexstar decision pending a ruling on the application. The groups assert that the FCC’s Media Bureau issued its Nexstar decision without holding a hearing, “which is the absolute least it should have done given the multiple ‘substantial and material questions’ about whether this merger serves ‘the public interest,’” according to the petition.

Petitioners include Free Press, the Broadband Communications Association of Pennsylvania, the Broadband Communications Associations of Washington, DirecTV, Echostar Corporation, the Indiana Cable and Broadband Association, Mississippi Internet and Television, Newsmax Media, NABET — Communications Workers of America, Public Knowledge, the Tennessee Cable and Broadband Association, United Church of Christ Media Justice Ministry, and VCTA — Broadband Association of Virginia.

The deal also faces opposition in the courts, where eight states and DirecTV have filed lawsuits trying to block it for allegedly violating antitrust laws.

Nexstar controls more than 200 owned or partner television stations in 116 local U.S. markets. The combined entity would have 265 full-power television stations in 44 states and the District of Columbia, present in 132 of the country’s 210 television Designated Market Areas.

In a statement, Free Press vice president of policy and general counsel Matt Wood said that “the FCC’s unprecedented moves to grease the skids for this terrible merger are something we simply can’t let stand. Giant media conglomerates like Nexstar are bad for democracy writ large, and particularly harmful to the local communities these broadcasters are obligated to serve. That’s why Congress established a 39 percent national audience cap — to prevent one national company from controlling far too much publicly owned spectrum in cities and towns across America.”

“The FCC decision to green light this terrible deal would usher in an unprecedented concentration of the broadcast television market,” he added. “The new Nexstar would have vast power to raise costs for pay-TV distributors and their customers — even extorting higher fees from consumers when demand for access to news, information and entertainment content — like the NFL playoffs, NCAA Final Four, and election-related local news — is at its highest.”

More reaction to the deal, which was praised by the NAB and criticized by FCC Commissioner Anna Gomez, the agency’s lone Democrat, can be found here.

The petition is available here and the appeal hear.

WASHINGTON—On Thursday the FCC’s Media Bureau announced the approval of Nexstar’s acquisition of Tegna, a deal that has tested the limits of existing broadcast ownership rules.

The merger, valued at about $6.2 billion, will give Nexstar coverage of about 80% of U.S. households, controlling 265 stations across 44 states and Washington D.C., with Nexstar now owning major affiliates (ABC, CBS, NBC, and FOX) in 132 of the country’s 210 television markets. Such coverage gives Nexstar nearly double the 39% ownership limit typically allowed by the FCC.

In response to the approval, AGs in eight states filed to block the merger, claiming that it would increase costs for consumers and “consolidate newsrooms of previously separate Big 4 stations, degrading the content and quality of local news broadcasts.”

Since announced last August, just weeks after a federal appeals court vacated the FCC’s top four station ownership rule, the deal was perhaps the most brazen attempt by station groups to test FCC Chairman Carr’s attitude towards revising broadcast ownership rules. Broadcasters claim current rules are hampering their ability to compete with similar media operations owned by Big Tech. The FCC is currently in the public comment phase of considering new ownership rules as part of its 2022 Quadrennial Regulatory Review.

Carr—who has long advocated for such changes, applauded the court’s ruling last summer.

“For decades, the FCC’s approach to regulating the broadcast industry has failed to promote the public interest,” he said in August. “That has only made it harder for trusted and local sources of news and information to compete in today’s media environment. And that is why I dissented from the Biden-era FCC’s decision to retain a regulation that does not match marketplace realities. I am pleased to see that the court agrees and has vacated that regulation.”

Even more important was that the Trump administration approved of the deal, although it was based more on his dislike of “fake news,” than about ownership. Democrats in Congress lobbied against the merger, which also drew widespread media industry opposition from DirecTV, labor groups and even the right wing Newsmax cable channel.

To get to yes, Nexstar successfully obtained a waiver from the commission based on the company’s argument that the industry "needed more scale." Nexstar also made formal commitments to invest in local news and take steps to prevent the merger from leading to higher pay TV bills. In addition, Nexstar agreed to divest itself of the following TV stations:

• Little Rock, Arkansas (KNWA)
• New Orleans, Louisiana (WUPL)
• Indianapolis, Indiana (WTHR)
• Norfolk, Virginia (WAVY)
• New Haven, Connecticut (WCTX)
• Denver, Colorado (KTVD)

Perhaps trying to avoid a public protest that broke out during an FCC meeting last fall, the commission chose to approve the merger in a meeting that was closed to the public, which drew criticism from Anna Gomez, the lone Democrat on the commission, who opposed the merger.

“The FCC has once again chosen bureaucratic cover over public accountability. This merger was approved behind closed doors with no open process, no full Commission vote, and no transparency for the consumers and communities who will bear the consequences," Gomez said in a statement. "A transaction of this magnitude, which includes new and novel issues before the FCC, demands open deliberation before the full Commission, not a quiet sign-off meant to avoid public scrutiny. Given the increasingly alarming pace of reckless media consolidation, the American public deserves to know how and why this decision was made.

Although Gomez acknowledged the financial pressures local TV newsrooms are under, she said the Nexstar deal will not ameliorate such concerns.

"Across the country, newsrooms are being consolidated, reporters laid off, and editorial decisions made far from the communities broadcast stations are licensed to serve,:" she said. "The Nexstar/TEGNA merger will accelerate exactly that trend, concentrating broadcast power in fewer corporate hands, shrinking independent editorial voices, and prioritizing national business interests over local needs. Nexstar has already begun cutting newsrooms throughout the country, and as these billion-dollar companies grow even larger, their increased negotiating leverage will drive up fees that translate into higher monthly bills for those families who can least afford them. The consequences of this rubber stamp approval will be felt in living rooms and newsrooms across the country, resulting in fewer voices, less competition, and higher costs for consumers.”

As expected, the National Association of Broadcaster applauded the result.

“While NAB does not take a position on the merits of any individual transaction, today’s action by the FCC and DOJ to approve the Nexstar-Tegna merger is a meaningful sign that the Commission understands the urgent need for ownership reform,” NAB President Curtis LeGeyt said in a statement.

“We are grateful to Chairman Brendan Carr for his recognition that the national ownership cap is outdated and no longer reflects today’s media marketplace. This decision is an important acknowledgement that the media marketplace has changed and giving stations the ability to achieve greater scale is essential to sustaining trusted local journalism and emergency reporting. We look forward to continuing to work with the Commission as it modernizes its rules to ensure that broadcasters can continue to serve their local communities across the nation.”

EL SEGUNDO, Calif.—DirecTV has filed a federal antitrust lawsuit in the U.S. District Court for the Eastern District of California, Sacramento Division, alleging that the proposed merger between the broadcast station groups Nexstar Media and Tegna violates the federal antitrust laws and would significantly harm consumers.

The complaint asserts that the proposed merger—which combines the nation's largest and second-largest English-language broadcast station groups—represents a concentration of broadcast media that will drive up consumer costs, reduce local competition, shutter local newsrooms, and increase both the frequency and duration of blackouts from retransmission consent disputes.

DirecTV’s actions come on the heels of a multistate lawsuit filed in the same court by attorneys general from California, Colorado, Connecticut, Illinois, New York, North Carolina, Oregon, and Virginia. More on that lawsuit can be found here.

Like the federal antitrust suit filed by the eight states, DirecTV pays particular attention on markets where Nexstar would own at least two, and sometimes three, of the most influential and widely watched local stations. The markets include more than 25 million TV homes in major cities like Austin, Buffalo, N.Y.; Charlotte, N.C.; Cleveland and Columbus, Ohio; Denver; Indianapolis; Memphis, Tenn.; New Orleans; Portland; San Diego; St. Louis; and Tampa, among others.

DirecTV alleges that owning two or more affiliate stations of major broadcasters in those markets would give the combined company more power to demand higher retransmission fees in negotiations with pay TV operators, which in turn would raise programming costs for consumers and lead to more widespread blackouts of programming. These blackouts would make it difficult for fans to watch local professional and college sports.

The suit also notes that a significant number of these markets are also state capitals, where reduced competition would limit the diversity of local news coverage.

As previously reported, DirecTV has filed evidence with the Federal Communications Commission claiming that wherever Nexstar already operates similar “duopolies,” it reduces alternate viewpoints and competition for stories by using one newsroom, one news director, one online news site, and spreads the editorial staff to create news content shared and frequently repeated across two station newscasts.

"DirecTV supports the action taken by the states and has determined it is necessary to join this effort to protect competition and consumers," said Michael Hartman, general counsel and chief external affairs officer at DirecTV. "We have consistently made clear that this merger is anti-competitive and not in the public interest and, if it goes forward, will trigger a wave of similar consolidation."

"The acquisition would give Nexstar control of 228 broadcast stations reaching 80% of television households in 132 local markets and increase concentration in dozens of local markets by more than 10 times the amount that is presumptively unlawful under the antitrust laws," the complaint states. "That enormous increase in market power will enable Nexstar to raise prices and reduce the amount, variety, and quality of local news without having to worry about losing business to competition."

The complaint also highlights that the merger is likely to exacerbate the already sharp rise in retransmission consent fees charged by local station groups, which have increased more than 5,000% over the past two decades—from approximately $214.6 million in 2006 to an estimated $11.9 billion in 2025. Retransmission consent fees are a large input cost for pay TV providers, which means the greater leverage and market power Nexstar will gain by buying its close rival Tegna will translate into price increases that end up on millions of Americans' monthly TV bills.

"By acquiring Tegna's competing stations, Nexstar will deprive distributors and consumers of the benefits of competition: lower prices and higher quality," the complaint further states. "Instead, Nexstar will be able to raise prices and reduce quality. DirecTV and its subscribers will end up paying more for less. The antitrust laws forbid acquisitions that substantially lessen competition, enabling acquirers to charge more while offering less."

Nexstar and Tegna have filed papers with the FCC that address many of the arguments made by the two lawsuits. They have consistently contended that the merger would strengthen their ability to compete against big tech companies that control much of the video market and would bolster their ability to invest in local news.

As previously reported, both President Trump and FCC Chair have backed the merger.

TV Tech has reached out to Nexstar for comment and will add those comments when they become available.

A coalition of eight attorneys general has filed a lawsuit to block the acquisition of Tegna Inc. by Nexstar Media Group, Inc., alleging that the deal creating a media giant governing 80% of U.S. TV homes would result in higher programming costs for consumers and hurt the quality of local news “with the elimination of independent local news and other content.”

The attorneys general of California, New York, Colorado, Illinois, Oregon, North Carolina, Connecticut, and Virginia filed the lawsuit in the U.S. District Court for the Eastern District of California.

The lawsuit claims that the merger violates Section 7 of the Clayton Act, which holds that mergers that substantially lessen competition or tend to create a monopoly are illegal. If the Nexstar/Tegna merger is allowed to proceed, the eight attorneys general claim that local markets will immediately see a lessening of competition.

In a statement, California Attorney General Rob Bonta, who is part of the lawsuit said that “Today, my office has filed a lawsuit to block the proposed merger of broadcasting giants Nexstar and Tegna. This merger would cause incredibly high levels of concentration in local TV markets and is expected to raise cable and satellite prices across the country, causing irreparable harm to local news and consumers who rely on their reporting as a critical source of information. If approved, this multibillion-dollar deal would combine the nation’s largest and third-largest television-station conglomerates, creating a behemoth covering 80% of U.S. television households. This merger is illegal, plain and simple, running contrary to federal antitrust laws that protect consumers. When broadcast media is owned by a handful of companies, we get fewer voices, less competition, and communities lose the critical check on power that local journalism delivers.”

The lawsuit also alleges that the deal would create the largest broadcast station group in the United States, putting more broadcast programming in the hands of fewer people, removing control from the communities they report to, cutting local jobs, and significantly impacting the delivery of news and other media content to Americans nationwide.

A major argument in the complaint is that the combined station group would own two or more of the Big Four (ABC, CBS, Fox and NBC) stations in many markets. That would give the company more market power to demand higher retransmission consent fees, which in turn would raise the price of pay TV services.

In addition, owning multiple local stations would allow the company to combine news operations in local markets, which would allegedly reduce quality, the diversity of local voices. The complaint cited reports detailing layoff in Los Angeles, Chicago, and New York.

“Unless enjoined, the merger likely would have the following effects in the market for the Licensing of Big 4 Retransmission Consent across the nation, among others: A). competition in the Licensing of Big 4 Television Retransmission Consent in each of the Big 4 Overlap DMAs likely would be substantially lessened, raising prices and harming quality, such as with the elimination of independent local news and other content; B). competition between Nexstar and Tegna in the Licensing of Big 4 Television Retransmission Consent in each of the Big 4 Overlap DMAs would be eliminated; and C). the fees charged to MVPDs for the…Licensing of Big 4 Television Retransmission Consent in each of the Big 4 Overlap DMAs, as well as in DMAs beyond the Big 4 Overlap DMAs, would increase.”

Nexstar and Tegna have made filings with the FCC that address many of these arguments. They have consistently contended that the merger would strengthen their ability to compete against big tech companies that control much of the video market and would bolster their ability to invest in local news.

As previously reported, both President Trump and FCC Chair have backed the merger.

In response to the lawsuit, FCC Commissioner Anna Gomez reiterated her call for this merger review to not be approved under bureaucratic cover but through an open and transparent process that involves a vote of the full Commission with this post on X:

TV Tech has reached out to Nexstar for comment.

A copy of the lawsuit is available here.

WASHINGTON—DirecTV has filed comments with the Federal Communications Commission that include a new study rebutting longstanding arguments that lifting ownership caps on station groups will lead to better local news.

In comments filed with the FCC over the years, the NAB and broadcast groups have argued that the total hours of local broadcast news coverage has increased in the last decade.

In response to the study, the NAB issued the following statement: “Over the past decade, as broadcasters gained modest additional scale, local news output rose sharply. From 2011 to 2023, local news telecasts increased by more than 40%, and total hours grew nearly 50%. Scale strengthens local journalism. The record is clear. The truth is local news will not survive if broadcasters are forced to compete at a disadvantage. It is no surprise that a pay TV competitor that is not limited in how many homes it can reach nationwide would prefer that outcome. DirecTV is not raising these arguments to protect local journalism. It is protecting its bottom line. Modernizing outdated ownership rules will ensure local stations can continue delivering the trusted news and lifesaving emergency information our communities depend on.”

The DirecTV study looks at the diversity of local news content by examining the impact on local news in markets co-owned stations where a station group owns more than one TV station.

“Recent history shows that when broadcasters acquire a second, third, or fourth station in a local market, they consolidate news operations, leaving one newsroom where there had been two, three, or four, thus decreasing the quality of local news,” DirecTV said in a letter to the FCC that included the study. “This is not a speculative claim. In fact, in the context of the proposed Nexstar-Tegna transaction, we’ve filed evidence demonstrating that Nexstar, for example, has done this with every duopoly or triopoly it possesses.”

“We now show that these results also apply to broadcasters other than Nexstar,” the letter noted. “By our calculations, in the vast majority of markets in which any broadcaster holds a duopoly, triopoly, or quadropoly today, they have consolidated news operations. We also attach a presentation that describes the methodology behind these assertions. Specifically, we studied every existing Big Four broadcast duopoly, triopoly, and quadropoly that we could identify and found that when a broadcaster owns at least two Big Four stations in a market, they generally combine the news operations–station websites, news directors, and on-air talent–of those two, three, or four stations. In the majority of duopolies, triopolies, and quadropolies, the co-owned stations offered essentially the same local news.”

“The evidence conclusively demonstrates that broadcaster consolidation reduces competition, output, and quality in local news,” DirecTV concluded. “Accordingly, we urge the Commission to reject broadcasters’ proposals that would create more duopolies, triopolies, and quadropolies and decrease local news content.”

For the study, the researchers looked at any Nielsen DMA with a Big Four duopoly, triopoly, or quadropoly owned by one of America’s top ten broadcasters, excluding the ABC, CBS, NBC, and Fox O&Os and found 98 duopolies, 15 triopolies, and 3 quadropolies included, totaling 253 Big Four affiliations.

The researchers then measured how often these stations groups consolidated their local online news to a single site, regardless of how many stations are involved; how they used one news director to determine what’s news across the two or three, or even four Big Four stations involved in any single DMA; and how they shared journalists and on-air news talent from one station to another, rather than operating distinctly.

That analysis found that

• For all broadcasters, 90.5% of news sites are shared in DMAs with joint ownership of multiple Big Four affiliations.
• For all broadcasters, 98.2% of News Directors are shared in DMAs with joint ownership of multiple Big Four affiliations.
• For all broadcasters, 97.3% of news talent are shared in DMAs with joint ownership of multiple Big Four affiliations.
• Among the top 10 station groups, 87.3% of news sites are shared in DMAs owned by Top 10 Broadcasters with joint ownership of multiple Big Four affiliations.
• 97.4% of News Directors are shared in DMAs owned by Top 10 Broadcasters with joint ownership of multiple Big Four affiliations.
• 96.1% of news talent are shared in DMAs owned by Top 10 Broadcasters with joint ownership of multiple Big Four affiliations.

DirecTV filed the study and comments as part of the FCC Quadrennial Review of Ownership Rules.

In response to the study, the NAB issued the following statement: “Over the past decade, as broadcasters gained modest additional scale, local news output rose sharply. From 2011 to 2023, local news telecasts increased by more than 40%, and total hours grew nearly 50%. Scale strengthens local journalism. The record is clear.

The truth is local news will not survive if broadcasters are forced to compete at a disadvantage. It is no surprise that a pay TV competitor that is not limited in how many homes it can reach nationwide would prefer that outcome.

DirecTV is not raising these arguments to protect local journalism. It is protecting its bottom line. Modernizing outdated ownership rules will ensure local stations can continue delivering the trusted news and lifesaving emergency information our communities depend on.”

WASHINGTON—While broadcasters have made the elimination of ownership caps a major policy priority for decades, a new report from OpenSecrets documents how those efforts went into overdrive in 2025, as the Federal Communications Commission signaled it might be willing to change the rules and station groups announced a number of major deals that would require regulatory changes.

In 2025, Nexstar Media Group spent $3.2 million lobbying the FCC in 2025, roughly 10 times more than it did every year from 2018 to 2023, when its lobbying activity remained steady, according to OpenSecrets.

Meanwhile, Sinclair Broadcast Group, the second largest station owner, last year spent $800,000, up from $770,000 in 2024 and about four times its 2023 federal lobbying total.

As previously reported, broadcasters have long argued that the current rules that limit the reach of station groups to no more than 39% of all TV homes in the U.S., put them at a severe competitive disadvantage to big tech companies and streaming services who have captured a large share of the TV ad and subscription market in the last 15 years. Our full coverage of that issue can be found here and here along with our FCC coverage here.

The issue has become even more important as Nexstar announced in 2025 a $6.2 billion deal to acquire Tegna, Sinclair began talks about acquiring E.W. Scripps and station groups like Scripps and Gray announced deals and station swaps that would require changes to the rules.

The study also noted that “to help sway the FCC, Congress and the White House, Nexstar hired lobbyist Jeff Miller, who served as finance chair on President Donald Trump’s second inaugural committee, at the start of 2025. Miller heads Miller Strategies, one of the firms that have benefited most from their close connection with the Trump administration. Nexstar paid the firm $510,000 over the course of the year, although most of its lobbying was handled by the company’s in-house team. Tegna reported its first year of lobbying in 2025, spending $550,000 exclusively on Miller Strategies. Combined, the lobbying firm raked in over a million dollars from just the potential Nexstar-Tegna merger.”

The report also highlights the ongoing debate over whether the FCC has authority to change the rules, as the NAB and broadcasters have argued, or whether it would require Congress to pass new legislation, as opponents of changes to the ownership caps have argued.

The full report is available here.

WASHINGTON—The proposed deal for Nexstar to acquire Tegna got a major boost on social media in recent days when President Trump weighed in with his support for the deal.

“We need more competition against THE ENEMY, the Fake News National TV Networks,” Trump posted on his Truth Social site. “Letting Good Deals get done like Nexstar - Tegna will help knock out the Fake News because there will be more competition, and at a higher and more sophisticated level. Those that are opposed don’t fully understand how good the concept of this Deal is for them, but they will in the future. GET THAT DEAL DONE! PRESIDENT DJT”

In response, Federal Communications Commission Chair Brendan Carr, who has repeatedly noted that he would like to strengthen local broadcasters, offered perhaps his clearest intention to date of his willingness to get rid of the 39% ownership cap.

Carr postedon X that “President Trump is exactly right. The national networks like Comcast & Disney have amassed too much power. For years, they’ve been pushing this Hollywood & New York programming all over the country with no real checks. Let’s get it done and bring real competition to them.”

Trump's willingness to back the deal and by implication support changes in station ownership rules marks a reversal from his previous position attacking efforts to lift the 39% ownership cap as something that would help "radical left networks."

In a social media post on Nov. 23, 2025 Trump linked to a Newsmax article that said lifting FCC station ownership caps would be a “disaster for conservatives.” In the earlier post, Trump also complained that if proposals to lift the cap “would allow the Radical Left Networks to ‘enlarge,’ I would not be happy…If anything make them SMALLER!”

NTCA—The Rural Broadband Association (NTCA) has come out strongly against the proposed merger of Nexstar and Tegna in a filing with the Federal Communications Commission arguing that “any relaxation of the national television ownership cap” will force operators to pay higher retransmission consent fees, which in turn will have a “severe and worsening impact” on rural communities by forcing consumers to pay higher prices.

“NTCA therefore opposes the merger and urges the Commission to reject it as contrary to the public interest and inconsistent with the Commission’s commitment to serving rural America,” the group said.

NTCA is an industry association composed of approximately 850 community-based companies and cooperatives that provide advanced communications services in rural America and more than 400 other firms that support or themselves are engaged in the provision of such services.

In a Jan. 26 filing with the FCC, the NTCA cited survey data that “highlights the troubling escalation of retransmission costs foisted upon rural video providers. In their most recent retransmission consent negotiations, rural MVPDs experienced average fee increases of $128,351, a substantial rise from the $104,020 increase in 2024 and the $78,022 increase in 2023,” the group said. “This acceleration in fee growth demonstrates that the cost pressures identified by NTCA in previous comments are only intensifying. The impact on rural consumers is severe, as roughly 87% of these providers report having had to pass these increased fees directly on to their subscribers. Research continues to demonstrate that MVPDs pay significantly more for programming from large, consolidated broadcast groups compared to independent stations.”

“Nexstar Media is already among the nation’s largest and most powerful broadcast groups,” the filing stressed. “The proposed addition of Tegna’s 64 stations would concentrate further control over programming. Based on the pattern evident in NTCA’s survey data, approval of this merger would likely deliver to Nexstar even greater bargaining power to demand higher retransmission consent fees, with rural MVPDs and their consumers bearing the cost. The timing of this merger application, following a year of particularly steep fee increases, underscores the critical importance of maintaining ownership limits to preserve whatever negotiating leverage remains for small rural operators.”

The full filing can be found here.

TV Tech’s full coverage of the proposed deal can be found here and here with numerous articles laying out arguments by Nexstar and Tegna that the ownership caps should be lifted and that the deal would have a positive impact on the broadcast industry.

WASHINGTON—Twenty-eight public-interest groups, labor unions and civil-rights organizations have sent the Federal Communications Commission a letter supporting a petition that asks the agency to deny the proposed merger of Nexstar and Tegna.

The petition was filed at the end of 2025 by Free Press, the National Association of Broadcast Employees and Technicians—Communications Workers of America (NABET-CWA), The NewsGuild—Communications Workers of America (TNG-CWA), the United Church of Christ Media Justice Ministry and Public Knowledge. It urged the FCC to reject the acquisition which would put Nexstar over the ownership caps currently governing broadcast station groups.

Our coverage of the petition is available here and our coverage of the deal can be found here.

“The proposed transaction would cause incredibly high levels of concentration in local TV markets, would raise cable and satellite prices around the country, would cause irreparable harm to local news and consumers and would be contrary to the public interest,” wrote the signers of the Jan. 26 letter in support of the petition to deny. They added that the FCC lacks the authority to approve this merger.

If approved, the multibillion-dollar deal would combine the nation’s largest television-station conglomerate with its fourth largest. Nexstar controls more than 200 television stations in 116 local U.S. markets. If the FCC approves the merger, the combined entity would own and/or operate 265 full-power television stations in 44 states and the District of Columbia, and would be present in 132 of the country’s 210 television Designated Market Areas (or DMAs), the letter noted.

Signers of the letter include AFT, the American Economic Liberties Project, Asian Americans Advancing Justice — AAJC, Asian and Pacific Islander American Vote (APIAVote), the Center for Journalism & Liberty at Open Markets Institute, the Committee for the First Amendment, Common Cause, Fourth Branch Action, Get Free, the Hispanic Federation, HTTP, Indivisible, the Japanese American Citizens League, Local Independent Online News Publishers, MANA—A National Latina Organization, the Media and Democracy Project, the Multicultural Media Telecom & Internet Council, NAACP, the National Coalition on Black Civic Participation, the National Council of Asian Pacific Americans (NCAPA), the National Council of Negro Women (NCNW), the National Hispanic Media Coalition, the National Urban League, the OCA-Asian Pacific American Advocates, Public Citizen, SAG-AFTRA, the Writers Guild of America East and the Writers Guild of America West.

The full letter of support is available here.

WASHINGTON—Sinclair has filed comments with the Federal Communications Commission backing the proposed acquisition of Tegna by Nexstar arguing that FCC has authority to lift ownership caps and that the combination would not harm competing local news outlets like Sinclair in markets around the country.

“We respectfully submit that many of the Petitioners are wolves in sheep’s clothing,” the filing said. “They lecture the Commission about competition and the importance of local journalism despite their complete lack of involvement in promoting, preserving, or expanding local news. For its part, Sinclair competes with both Nexstar and Tegna. Indeed, our stations would overlap with a merged Nexstar and Tegna in 15 markets. If any party would have standing to legitimately protest this transaction, it would be us.”

“Yet we are submitting comments in this proceeding because, unlike the Petitioners, we recognize that the market in which local broadcasters compete today is far larger than broadcast television,” Sinclair argued. “The issues at stake are larger than any single broadcaster or transaction. If the Commission wants to preserve local news, it must modernize its regulations and its conception of the relevant market before it is too late.”

Referring to massive changes in the media landscape with the rise of big tech dominated digital platforms and streaming services, Sinclair stressed that “in their pleadings, Petitioners dig a broad and deep hole in the sand and invite the Commission to bury its head, ignoring everything that anyone who has been paying attention understands about the radical changes in the media and video ecosystem over the past two decades. Petitioners engage in fanciful thinking regarding relevant markets and recycle hopelessly outdated arguments that are wrong on the law and wrong on policy.”

More specifically, Sinclair argued that the FCC has the authority to raise ownership caps: “Section 202(c)(1)(B) of the Telecommunications Act of 1996 did not itself establish a statutory ownership limit. Rather, Congress directed the Commission to `modify its rules’ to increase the national audience reach limitation to 35 percent.4 By instructing the Commission to revise its regulations, Congress confirmed that the power to revise the national cap resided in the FCC’s ownership rules and not in the Communications Act itself. In 2004, after the Commission had raised the national cap to 45 percent, Congress did not question the Commission’s authority to raise the cap. Rather, Congress simply instructed the Commission to once again modify its rules to increase the national cap to 39 percent.”

Sinclair also rebutted arguments that the deal would reduce competition: “As the Commission is aware, just two dominant streaming platforms, YouTube and Netflix, capture a greater share of viewing than all broadcasting combined. Yet YouTube and Netflix face no restrictions on their ability to operate at scale – in fact, they operate globally. Nor do they face any limitation or restriction on their ability to continue to grow to reach more viewers – and indeed there is every expectation that they will continue to do so.”

“The petitions to deny submitted in this proceeding fail to acknowledge the very real changes in the media marketplace over the previous decades,” Sinclair concluded in the Jan. 15 2026 filing. “They provide no basis for the Commission to deny the transaction at issue in this proceeding – rather, they rely on outdated assumptions and are in many cases flatly self-interested and anticompetitive.”

The full filing is available here.

IRVING, Texas—Nexstar Media Group, Inc. is jumping into the branded content business with an announcement that the company is launching The Nexstar Brand Studio.

The in-house strategic and creative hub will work to connect advertisers to the company’s portfolio of media properties, including local stations, The CW and NewsNation, with plans to offer branded series, specials, and podcasts, entertainment and sports integrations and activations, and talent and influencer campaigns.

“The Nexstar Brand Studio enables advertisers to become part of the stories that move our audiences,” said Laura Lamattina, Nexstar’s senior vice president of marketing solutions & brand partnerships. “It’s not just about placement—it’s about partnership. Together, we can illuminate campaigns that resonate, inspire, and deliver measurable results.”

Nexstar also announced the studio’s first production, “My American Story,” a year-long cross-platform campaign celebrating the diverse voices and values that define the U.S. as it approaches the 250th anniversary of the signing of the Declaration of Independence and the founding of the Republic.

“My American Story” will showcase powerful personal narratives from across the nation in special video vignettes of varying length—including firefighters, veterans, teachers, student athletes, farmers, small business owners, artists, individuals living with disabilities, Olympians-turned-WWE wrestlers, and NASCAR drivers.

“As America prepares to celebrate its 250th birthday, Nexstar and our new content studio are uniquely positioned to tell the nation’s story — not from one city or one network, but from every community across the country,” said Dan Lanzano, president of National Advertising Sales. “‘My American Story’ reflects the heart of who we are — local, authentic, and deeply connected to the people and places that make this country extraordinary.”

Sponsored by Safelite, “My American Story” aired its first feature last month, with NASCAR driver Connor Zilisch sharing his personal story during the NASCAR Playoff Race from Talladega. Nexstar’s full portfolio of media properties will begin participating in the campaign this week, when spots will air across the company’s national and local platforms.

Audiences can experience expanded content on The CW App, NewsNation App, and the just-launched website MyAmericanStory.TV, where viewers can upload and share their own stories.

The company noted that “My American Story” is just one element of Nexstar’s companywide, cross-platform, year-long celebration of America at 250 years old. Additional programming and branded content offerings include:

• "Main Street USA" – A limited NewsNation series highlighting small businesses and entrepreneurs revitalizing their communities.
• "Celebrating Main Street on Route 66" – Coming in Spring 2026, special programming honoring the 100th anniversary of America’s most iconic highway, capturing the heart of the nation through its towns and travelers.
• Special Broadcast Events – Live televised celebrations of special events including Veterans Day tributes honoring those who have proudly served our country, The Boston Pops Fourth of July Fireworks Spectacular, and a NASCAR street race at Naval Base Coronado.

WASHINGTON—The Federal Communications Commission has opened a docket for comments on the proposed $6.2 billion Nexstar acquisition for Tegna and set deadlines for comments.

Nexstar reported that the combined company would serve 54.5% of the national audience, which means it would need a waiver of the National Television Multiple Ownership Rule limiting station groups to 39% reach of the national audience.

It is also seeking a waver of rules that prevent it from owning more than two full power stations in 23 markets.

On December 1, 2025, the FCC began accepting filing applications at MB Docket No. 25-331 on the proposed transfer of all outstanding equity interests in Tegna, the parent company of 64 full power television stations, one AM radio station, one FM radio station, and other related FCC licenses, to Nexstar Media Inc.

The FCC said that any Petition to Deny filings must be received by December 31, 2025; Opposition filings must be submitted by January 15, 2026 and Reply filings by January 26, 2026.

The FCC noted that the United States Court of Appeals for the Eighth Circuit has issued its mandate in Zimmer Radio of Mid-Missouri, Inc. v. FCC. The ruling in that case vacated and remanded the portion of the Commission’s Local Television Ownership Rule prohibiting common ownership of two of the top four ranked stations in the same Nielsen Designated Market Area (DMA) (Top-Four Prohibition), subject to certain exceptions.

In that ruling the court also vacated an amendment to Note 11 of 47 CFR § 73.3555 that included multicast and low-power television streams in the Top-Four Prohibition.

As a result, the remaining portion of the Commission’s Local Television Ownership Rule 47 CFR § 73.3555(b) now permits common ownership of two television stations in a single DMA without restriction.

Even so, Nexstar is seeking a waiver of the Commission’s Local Television Ownership Rule with respect to the 23 DMAs in which Nexstar proposes to own more than two full power television stations.

The FCC also reported that its National Television Multiple Ownership Rule prohibits a single entity from owning television stations that, in the aggregate, reach more than 39% of the total television households in the United States, after taking into account a 50% discount to UHF stations.

Because the combined companies would serve 54.5% of the national audience, Nexstar is seeking a waiver of the National Television Multiple Ownership Rule.

More information is available here.

Filings in the docket can be accessed here.

In a social media post on Nov. 23, President Donald Trump linked to a Newsmax article that said lifting FCC station ownership caps would be a “disaster for conservatives.” Trump also complained that if proposals to lift the cap “would allow the Radical Left Networks to ‘enlarge,’ I would not be happy…If anything make them SMALLER!”

The attachment of the Newsmax story indicated that the post clearly backed positions taken by Newsmax CEO Chris Ruddy in articles and filings with the Federal Communications Commission that oppose lifting the ownership caps. One America News, another staunchly pro-Trump cable network, has also come out against ownership deregulation.

It’s unclear, though, if Trump’s post will have any impact on the FCC’s ongoing reexamination of ownership caps. Regulations currently limit the audience reach of a single TV station group to no more than 39% of total U.S. television viewership.

FCC Chair Brendan Carr has repeatedly signaled his willingness to lift at least some of the ownership caps as a way to strengthen local broadcasters. He phrases his support as a means of limiting the power of national networks, which he says are biased, and strengthening local affiliates.

As part of that effort, the FCC recently launched a widespread probe into broadcast network-affiliate relations.

But Carr has gone out of his way to support and praise Trump in ways not seen for many decades at the supposedly independent regulatory agency. He has also been criticized by former FCC chairs and commissioners for investigating network affiliates who have provided critical coverage of President Trump or shows, such as “Jimmy Kimmel Live!,” that Trump wants to see taken off the air.

The impact of the post is also difficult to interpret because Trump has repeatedly issued statements that either confuse the authority of the FCC or simplify regulatory issues in ways that are misleading.

Trump, for example, has repeatedly called on the FCC to yank the licenses for broadcast networks even though the FCC does not license broadcast networks like ABC, CBS, NBC or Fox.

The FCC does have licensing authority over all broadcast stations, including network affiliates that carry network news and programming. Attempts to regulate the content of those newscasts are, however, highly controversial.

In addition the station groups owned by major companies like Disney, NBCUniversal and Fox are not close to the ownership limits and would not be immediately impacted by raising or dropping the 39% cap.

Currently the Fox station group is the largest in terms of the way the FCC measures coverage at 26%, followed by CBS (owned by Paramount) at 24%. Both ABC (Disney) and NBC (Comcast) have about 20%, according to BIA Advisory Services data posted by TVNewsCheck.

Failure to lift the caps could have an important impact on pending deals by several station groups, most notably Nexstar Media Group’s acquisition of Tegna, which would give it about 54% coverage.

In response to Trump's post, Nexstar issued a statement. “We continue to believe that the landscape is ripe for regulatory reform and that we are on the path to completing our transaction,“ the station group said. “We agree with President Trump that the status quo is no longer acceptable, nor should the government do anything to strengthen the stranglehold of legacy media and Big Tech on the marketplace of ideas. Those platforms already reach into every pocket, purse, and backpack in America, and the best way to disrupt their monopolistic power is to allow local broadcasters an opportunity to compete on a level playing field.

“Americans want more access to local news and a variety of voices without the filter of the coastal elites,” Nexstar continued. “By modernizing the FCC’s rules, regulators will ensure that local communities benefit from an array of fact-based local journalism—the anti-fake news—for years to come. This is an historic opportunity to change the status quo and deliver a win for Americans across the country who are weary of legacy media’s leverage over local broadcasters.”

IRVING, Texas—Nexstar Media Group and Tegna filed applications on Nov. 18 with the Federal Communications Commission (FCC) seeking its consent to transfer broadcast licenses currently controlled by Tegna to Nexstar.

Earlier on Nov. 18, Tegna shareholders approved the $6.2 billion merger in a special meeting.

The redacted filings weren’t immediately available on the FCC site, but a copy obtained by TV Tech stressed the importance of the agency’s approval and pushed for the Commission to waive certain ownership rules so that the deal could be approved.

“The Applications demonstrate that the Transaction unequivocally will serve the public interest and its approval is urgently needed,” the filing said. “Despite Nexstar’s and Tegna's positions as industry leaders, both are susceptible to intense market forces conspiring against their ability to sustain operations at their current level, and these challenges are amplified by the specific circumstances in the markets in which waiver of the Commission’s rules may be necessary to allow the proposed combinations.”

The broadcasters cited the importance of their local news, their ability to alert local communities about threats to public safety and severe weather and their investments in technologies like ATSC 3.0 as examples of their public service.

“Each has demonstrated leadership in moving the broadcast industry forward toward technologies that better serve consumers. Yet, against the backdrop of existential changes to the market in which they compete, maintaining the status quo simply is not an option for either company,” they told the FCC.

“In short, this Transaction is absolutely critical to preserve the ability of the local television stations owned by Nexstar and Tegna to continue as viable, reliable sources of trusted, locally-focused news and information,” it concluded. “Local television stations are among the few remaining such sources—particularly given the gutting of local newspapers—in a media landscape that is more and more dominated by national and global technology and media behemoths…The Transaction will provide the combined Nexstar with economies of scale and the reach needed to successfully compete with giants like Alphabet (Google, YouTube, YouTubeTV), Amazon (Amazon Ads, Prime Video, Twitch), Apple (AppleTV), Comcast (Peacock), Disney (Disney+, Hulu, ESPN, Fubo), Meta (Facebook, Instagram, WhatsApp), Netflix, Paramount (Paramount+, Pluto TV), TikTok, and Warner Bros. Discovery (HBO Max), all of which are unshackled in their ability to reach a national audience.”

In connection with the filing, Nexstar’s founder, chairman, chief executive officer, Perry Sook, reiterated those arguments and praised the Trump administration.

“Nexstar’s acquisition of Tegna is vitally important to the future of local television and local journalism,” he said. “We are grateful that the Trump administration and the FCC recognize that the current television ownership regulations are outdated and do not reflect the competitive media landscape as it has evolved over the past 25+ years. Like the Trump administration, we are focused on achieving deregulation, and we continue to advocate for the elimination of the antiquated constraints on local television ownership as the best solution to level the competitive playing field for all media.”

“While waiting for the FCC to complete its rule-making process, we submitted waiver requests to bypass the major barriers that prevent us from competing fairly—including with legacy media and Big Tech— massive entities with vast resources that afford them enormous influence that extends into every pocket, purse and backpack of Americans everywhere,” he added.

“To be clear, in an age of disinformation and political agendas, we are the anti-fake news,” he also noted. “Our news is delivered by trusted, familiar voices—journalists who live in the community—not a chat-bot or social media influencers. And yet, we are prohibited from broadcasting trusted local news and programming to hundreds of communities across the country because of antiquated regulatory constraints. In an era where political discourse has turned increasingly polarized and violent, our democracy requires that Americans have easy access to reliable fact-based journalism and community forums to debate the issues of the day safely and respectfully.”

“Nexstar’s acquisition of Tegna will provide us with the scale necessary for local journalism to thrive amidst a media landscape that is dominated by Big Tech and the legacy media companies, enabling us to continue not only investing in high-quality journalism and local news, but in serving our local communities in the best possible way,” he concluded.

(Editor’s note. When the filings become available on the FCC site we will post a link.)

TYSONS, Va.—Tegna has announced that its shareholders have voted overwhelmingly to approve the proposed $6.2 billion merger with Nexstar Media Group.

In August, the station groups entered into a definitive agreement for Nexstar to buy Tegna for about $6.2 billion. The deal would create a behemoth in the local broadcasting industry with 265 full-power television stations in 44 states and the District of Columbia, with stations in 132 of the country’s 210 television DMAs.

The Agreement and Plan of Merger, dated Aug. 18, was approved by holders of 98% of Tegna’s common stock who voted at a Nov. 18 special meeting, Tegna said.

The Federal Communications Commission still must approve the deal, which will require it to relax existing ownership caps.

The deal is expected to close by the second half of next year, Tegna said, subject to regulatory approvals and other customary closing conditions. Upon closing, Tegna will become a subsidiary of Nexstar Media Group and its shares will no longer be traded on the New York Stock Exchange, the company said.

While most station groups reported major declines in ad revenue in the third quarter, thanks to a steep decline in political advertising compared to a year ago, this week’s earnings calls with analysts were generally bullish. Most station groups beat expectations, reporting better-than-expected year-over-year results for core advertising sales that exclude political and the Olympics.

A close review of those earnings calls also provides a snapshot of the state of the industry in the latter half of 2025 and its prospects for 2026.

Station executives offered bullish comments about next year, thanks to the prospects of heavy political advertising and the likelihood regulators will relax ownership rules and allow a wave of dealmaking.

For the moment, though, all the station results were heavily impacted by the absence of political revenue in Q3 2025 compared to the record spending during the 2024 presidential campaign.

“Advertising revenue of $476 million decreased $146 million or 23.5% over the comparable prior year quarter, primarily reflecting a $145 million year-over-year decrease in political advertising,” Nexstar Media Group President and Chief Operating Officer Michael Biard noted. “However, nonpolitical advertising was essentially flat and better than our expectation of a low single-digit decline.”

Sinclair also reported year-over-year declines in total revenue, thanks to the absence of significant ad income in Q3, but reported revenue that was generally better than expected. “We delivered strong performance and met or exceeded guidance across all key metrics,” Sinclair President and CEO Chris Ripley said on the company’s Q3 earnings call. “Total revenue of $773 million came in higher than the high end of our guidance range. Core revenues were up 7% year-over-year on an as-reported basis.”

Likewise, Gray Media generally beat analysts’ expectations and while overall revenue was down 21% YoY, Q3 2025 revenue was above analyst expectations.

Hilton Howell Jr., Gray Media’s chairman and CEO, said: “Our results for the third quarter of 2025 compared favorably to our Q3 guidance for both revenues and expenses. Total revenue in the third quarter of 2025 was $749 million, at the high end of our guidance for the quarter.”

Pat LaPlatney, president and co-CEO at Gray Media added: “Q3 continued the theme we’ve been describing throughout 2025, with advertisers remaining somewhat cautious due to the macro environment. Through the quarter, though, we saw core activity strengthen more than we had projected back in August, and we ultimately finished on the high side of guidance. Remember that the Olympics on NBC provided about a $20 million uplift in July and August of 2024, of which about $16 million was core ad revenue and $4 million was political. Factoring that in, our third quarter was up about 1% over 2024.”

E.W. Scripps reported that third-quarter company revenue was $526 million, down 19% or $120 million from the prior-year quarter, mainly due to political advertising. But its Local Media division reported that core advertising (excluding political) was up, due to the services category and ”overall growth in national advertising due to strong sales efforts and Scripps’ sports strategy.”

“During the quarter, our Local Media division revenue was down 27% due to the absence of political advertising revenue compared to the prior year,” Chief Financial Officer Jason Combs said. “Core advertising revenue was up nearly 2%. We grew national advertising revenue, driven by an increase in our largest category, services. Our sports strategy helped drive that Q3 performance as well. Local Media distribution revenue was flat."

‘We’re Very, Very Optimistic About 2026’
While broadcasters haven’t released detailed guidance for their 2026 revenue expectations, executives offered generally bullish comments for the year ahead in terms of the impact of political advertising and the prospects for deregulation.

“I would say that we’re really optimistic about 2026,” said Gray Media’s LaPlatney. “We have some early Q1 numbers that are encouraging, in fact, very encouraging…As we sit here today, we’re very, very optimistic about 2026.

“We think broadcast is going from strength to strength at this moment,” explained Perry Sook, founder, chairman and CEO of Nexstar. “In the near term, we see a decreasing interest rate environment, the reset of the majority of our distribution contracts at the end of this year, the acquisition of TEGNA and an election year in 2026, all of which we expect to drive shareholder value. Longer term, we expect to accelerate our CW and NewsNation network growth strategies, our deployment of applications for ATSC 3.0 and innovation around how we go to market and the products and services we bring to benefit our viewers and our advertisers.”

As expected, M&A activity was a major topic of discussion.

‘We're Operating in the Wild Wild West’
Sinclair’s Ripley noted that “the broadcast sector is facing secular challenges within linear TV while having a unique opportunity for significant consolidation. We believe the industry is at an inflection point where scale and operational efficiency will increasingly separate high-performing companies from the rest. … Against this backdrop, in mid-August, we launched a strategic review of our broadcast business and an evaluation of a potential separation of ventures to optimize value creation across our portfolio,” that has already led to “several transactions, including partner station acquisitions and select acquisitions and divestitures.”

“One potential path for industry evolution could involve consolidating into two similarly sized scale broadcast groups," Ripley continued. "[C]reating another group comparable in size to the large broadcast combination announced in August [i.e., the proposed Nexstar-Tegna combination], could unlock an estimated $600 million to $900 million in annual synergies through mergers and subsequent portfolio optimizations. This level of consolidation would strengthen the industry's financial footing and position broadcasters as more capable competitors to big media and big tech.

“While we present this as one potential industry scenario rather than a prediction, the fundamental point is clear,” Ripley added. “The regulatory environment now enables transformational consolidation that can benefit Broadcast Group shareholders, creditors, employees and the communities we serve. Sinclair is well-positioned in this environment, and we're actively evaluating how best to participate to maximize value for our stakeholders.”

Scripps’ discussion of M&A opportunities was more modest. “As I've said from the start, we are totally focused on optimizing our portfolio of stations to structurally enhance performance and economic durability in service to our vision to create connection,” Scripps President and CEO Adam Symson sais. “We've already announced a station-swap deal with Gray where we are exchanging two Scripps stations for five Gray stations, a transaction that improves our market positioning and creates immediate efficiency opportunities. We also announced station sales in Fort Myers, Fla., and Indianapolis for cash. The sale prices represent premium multiples for the industry. These are quality stations we agreed to sell only at strong valuations, and the cash we receive will go directly to delevering.”

Deregulation Continues
In the Q3 earnings call, Nexstar’s Sook reiterated his previously expressed belief that the industry should see significant deregulation of broadcast ownership rules.

“The 8th Circuit mandate was issued on Oct. 21,” he said, refrencing the 8th U.S. Circuit Court of Appeals’ decision to vacate the Federal Communications Commission’s rule barring a station group from owning more than one of the top-four stations in audience share in a given market. “That eliminates the top-four ownership rule, that will go into effect as soon as that order is published in the Federal Register and it's effective 30 days later. … And we, again, continue to believe that this administration, the Trump administration and Brendan Carr at the FCC are focused on deregulating business, allowing businesses to breathe, allowing businesses to compete and that we’ve been spending a lot of time in Washington to reinforce at the regulatory agencies and on the hill that we are indeed here to help meet the regulatory moment."

While Gray Media has already announced a number of potential acquisitions and station swaps, including an agreement to acquire stations from Allen Media Group, Howell also expressed a note of caution during the analyst call. Reacting to a report of a possible merger or deal with Sinclair, he said, “there is nothing that we are in deep negotiation with at the moment.”

“We are in a period of time in our industry where things change faster than I have ever, ever seen it,” Howell added. “For the first time in the history of our business, we are really operating in the Wild, Wild West. No one knows what the rules actually are. Anybody that tells you that…they just do not. They cannot.

“I don’t want to…do any deal that would put the basic company in any kind of risk,“ he continued. “Now, there’s a lot of big opportunities to grow. Unlike perhaps some of our competitors, I don’t believe, and my management team unanimously does not believe, that Gray actually has to do anything. I mean, we’re just fine where we are, and we can carry on our previously announced efforts to just reduce our debt and pay it down and then return more to our shareholders.”

IRVING, Texas—As station groups move into an era that promises rapid tech, regulatory and economic changes, Nexstar Media Group said its board has extended chairman, CEO and founder Perry Sook’s employment through March 31, 2029. Sook is the company’s third-largest shareholder.

Sook founded Nexstar 1996 and has been CEO since that time. During his tenure, Sook has led the company’s growth strategy, including the completion and integration of more than 40 acquisitions.

Today, Nexstar is a major media company and the largest U.S. local broadcasting group, with plans to further grow its business. In recent years, it has pushed regulators to loosen ownership caps and announced a $6.2 billion deal in August to acquire Tegna.

“As we embark on this next phase of growth for Nexstar, I have never been more energized about the prospects for the industry, for Nexstar and for what Nexstar can become,” Sook said. “I look forward to leading the Company to new levels of success and continuing to create value for our shareholders, our advertisers, our employees and the communities we serve.”

Said Jay M. Grossman, chairman of the Nexstar board’s compensation committee: “The Board is delighted to extend Perry’s employment agreement at this pivotal moment for Nexstar and the local broadcast television industry. Perry’s vision, commitment and deep understanding of the media landscape have been instrumental in driving Nexstar’s strong and consistent record of operating execution, financial growth and shareholder returns.

“The proposed acquisition of Tegna represents the next chapter in Nexstar’s growth story and with Perry’s unmatched experience and track record of success in broadcast M&A, he is uniquely qualified to deliver the full value we expect for shareholders, as well as the local communities we serve,” Grossman added.

Sook’s 2024 compensation package was about $35.9 million, up 23% from 2023.

UPDATE: Both parties have reached a new carriage agreement.

A deadline is looming for a new carriage deal between Verizon’s Fios TV and Nexstar, with both Verizon and the pay TV-backed American Television Alliance blasting the station group’s demands for what ATA called "exorbitant" price increases.

Gary Weitman, executive vice president and chief communications officer at Nexstar Media Group told TV Tech that "we can confirm our distribution agreement with Verizon is expiring soon. We are in active discussions on a new agreement.” He declined to respond further to the ATA and Verizon statements.

If a deal is not reached when the current agreement expires on October 24, customers could lose access to 14 stations in 10 markets, including ABC, CBS and NBC affiliates carrying high profile sports, and the NewsNation cable channel.

In a note posted on its website, Verizon said that “We are currently in negotiations to reach a fair and reasonable agreement on your behalf so we can continue to offer these channels to you. Unfortunately, we simply cannot agree to the significant price increases they have asked for to date. In the event we are unable to reach an agreement by October 24, 2025, you may lose access to these channels on Fios TV. The rising cost of programming is the single biggest factor in higher TV bills and we are fighting to keep prices reasonable for you.”

In a separate statement issued on October 22, the ATA blasted Nexstar’s demands for what it called “exorbitant retransmission consent fee hikes” and called for regulatory reform to prevent blackouts and price hikes for pay TV customers.

“As families and friends gather to watch Sunday Football, Big Broadcasters are preparing to pull the plug on thousands of pay-TV customers. Rather than watching local news, sports and weather, consumers may soon see a black screen,” said ATVA spokesman Hunter Wilson. “Nexstar Media Group is currently demanding exorbitant retransmission consent fee hikes, using a potential television blackout as ‘deal leverage.’ Clearly, they are more interested in extracting huge profits from pay-TV consumers than giving people the programming they’re already paying for.”

The ATA said the TV blackout could impact Verizon customers in Providence, R.I., Albany, N.Y., Buffalo, N.Y., Syracuse, N.Y., New York, N.Y., Harrisburg, Pa., Philadelphia, Pa., Washington, D.C., Richmond, Va., and Norfolk, Va., jeopardizing their access to regular programs, news and sporting events, including upcoming NFL games such as the Kansas City Chiefs at the Buffalo Bills (CBS Buffalo) and the Atlanta Falcons at the New England Patriots (CBS Providence).

The ATA also noted that “Big Broadcasters have levied more than 2,400 TV blackouts and increased retransmission consent fees by an overwhelming 2,000 percent since 2010. American consumers continue to pay the price for outdated regulations, allowing broadcasters to continuously weaponize TV blackouts, deliberately targeting live sports and other must-see TV.”

Verizon said that failure to reach an agreement may impact the following channels:

• WAVY (Norfolk): NBC, The Nest, getTV, Defy TV
• WDCW (D.C.): CW, Antenna TV
• WDVM (D.C.): DC News Now, ION Mystery, Rewind TV, ShopLC
• WHTM (Harrisburg): ABC, Grit, Laff
• WIVB (Buffalo): CBS
• WNLO (Buffalo): CW, Rewind TV
• WPHL (Philadelphia): CW, Antenna TV/MyNetwork, Grit, Comet
• WPIX (New York): CW, Antenna TV, Rewind TV
• WPRI (Providence): CBS, MyNetwork, True Crime Network, Defy TV
• WRIC (Richmond): ABC, Rewind TV, COZI TV, Laff
• WSYR (Syracuse): ABC, Antenna TV, Bounce TV
• WTEN (Albany): ABC, COZI TV, Antenna TV, ION Mystery
• WTNH (Greenwich): ABC
• WVBT (Norfolk): FOX, CW, Rewind TV, COZI TV
• NewsNation

IRVING, Texas—Nexstar Media Group has announced that it has constructed a new transmitter tower for WDVM-TV, the company’s owned and operated television station serving metropolitan Washington, D.C., and parts of Pennsylvania, Maryland, Virginia, and West Virginia.

The investment in a new facility enables WDVM-TV to expand delivery of local news, weather and emergency alerts, and a variety of other local programming to all of D.C. metro area and parts of four states. That will expand its reach to nearly 700,000 additional television households and 1.8 million people in those areas, Nexstar reported.

“Nexstar is committed to serving its local communities by delivering outstanding, objective, local journalism and a variety of diverse viewpoints to as broad an audience as possible,” said Brandin Stewart, senior vice president and regional manager for Nexstar’s broadcasting division. “The company’s significant investment in this new transmission facility enables us to super-serve viewers, advertisers and communities across four states and is a clear demonstration of the vital role that local broadcasting plays in bringing communities together and keeping them informed.”

Nexstar also reported that the new transmission facility will provide more viewers with access to DC News Now, a recently launched local news product powered by Nexstar’s Washington, D.C., news operations including The CW station WDCW-TV, online news provider The Hill and cable news network NewsNation.

The Washington, D.C., television market is home to the nation’s largest concentration of federal workers, government employees, special interests, and government contractors. DC News Now takes an in-depth look at the issues most important to them, and frames national politics through a local lens, the station group said.

IRVING, Texas—Sinclair and Nexstar Media Group, Inc. have announced that they will no longer preempt “Jimmy Kimmel Live!” and that the late night talk show will air on the ABC affiliates owned by the two station groups on Friday, Sept. 26.

Sinclair first announced that it was ending its preemption of the show and Nexstar followed about three hours later.

The program returned to ABC on Sept. 23 after a controversy over Kimmel’s remarks about the assassination Charlie Kirk but Nexstar and Sinclair continued to preempt the show. The show’s return produced ratings not seen since 2015 even thought it was blackout in markets covering 23% of the country. As of 6 p.m. ET on Sept. 26, the monologue was also viewed by more than 21 million people on YouTube.

“We have had discussions with executives at The Walt Disney Company and appreciate their constructive approach to addressing our concerns,” Nexstar said in a statement. “As a local broadcaster, Nexstar remains committed to protecting the First Amendment while producing and airing local and national news that is fact-based and unbiased and, above all, broadcasting content that is in the best interest of the communities we serve. We stand apart from cable television, monolithic streaming services, and national networks in our commitment – and obligation – to be stewards of the public airwaves and to protect and reflect the specific sensibilities of our communities. To be clear, our commitment to those principles has guided our decisions throughout this process, independent of any external influence from government agencies or individuals.”

In a statement, Sinclair said: "Our objective throughout this process has been to ensure that programming remains accurate and engaging for the widest possible audience. We take seriously our responsibility as local broadcasters to provide programming that serves the interests of our communities, while also honoring our obligations to air national network programming. Over the last week, we have received thoughtful feedback from viewers, advertisers, and community leaders representing a wide range of perspectives. We have also witnessed troubling acts of violence, including the despicable incident of a shooting at an ABC affiliate station in Sacramento. These events underscore why responsible broadcasting matters and why respectful dialogue between differing voices remains so important."

"In our ongoing and constructive discussions with ABC, Sinclair proposed measures to strengthen accountability, viewer feedback, and community dialogue, including a network-wide independent ombudsman," Sinclair added. "These proposals were suggested as collaborative efforts between the ABC affiliates and the ABC network. While ABC and Disney have not yet adopted these measures, and Sinclair respects their right to make those decisions under our network affiliate agreements, we believe such measures could strengthen trust and accountability."

Sinclair also stressed that "Our decision to preempt this program was independent of any government interaction or influence. Free speech provides broadcasters with the right to exercise judgment as to the content on their local stations. While we understand that not everyone will agree with our decisions about programming, it is simply inconsistent to champion free speech while demanding that broadcasters air specific content."

Both Sinclair and Nexstar have been criticized for preempting the program after FCC Chair Brendan Carr threatened to yank broadcast licenses from affiliates airing the program. Critics pointed out that both station groups have been pushing the FCC to eliminate ownership caps that limit the size of station groups.

The return of “Jimmy Kimmel Live!” to ABC not only produced some of the best ratings for the show in a decade, it also highlighted growing audiences on social media that could play an important role in the business decisions ABC parent The Walt Disney Co., Nexstar Media Group and Sinclair will make during their discussions over its future.

After suspending the late-night talk show following Kimmel’s controversial about murdered conservative activist Charlie Kirk on Sept. 17, ABC resumed airing the show on Sept. 23. However, two of the nation's largest station groups, Nexstar and Sinclair, continue to preempt the program.

The show returned to air with a preliminary 0.87 rating among adults aged 18 to 49. That was the best rating for a regularly scheduled episode in a decade since March 12, 2015, ABC reported.

It also had more than 6.26 million total viewers, despite significant preemptions across 23% of U.S. TV households in markets where Nexstar and Sinclair stations did not air the show.

Perhaps even more notable in terms of its future were stats from social media. ABC reported on Sept. 24 that Kimmel’s monologue garnered more than 26 million views across YouTube and social media.

By 11:30 a.m. ET on Sept. 25, the monologue had more than 19 million views on YouTube alone, indicating that a lot of the audience was now bypassing regular broadcast to watch.

These large audiences could play an important role in the ongoing discussions between Nexstar and Sinclair in restoring the show to broadcast in their markets.

The show's YouTube channel currently has more than 21.4 million subscribers, up significantly from the 20 million sub mark passed on Feb. 3 by the program.

If Nexstar and Sinclair decide to continue preempting the show that could prompt even more viewers in their markets, particularly younger audiences, to move their viewing from broadcast TV, where the stations control ad sales, to social media, where YouTube has a very profitable ad business.

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IRVING, Texas—Although ABC has announced that “Jimmy Kimmel Live!” will return to its late night schedule on Tuesday Sept. 23, Nexstar Media Group, Inc. has issued a statement saying that the company’s owned and partner television stations affiliated with the ABC Television Network will continue to preempt “Jimmy Kimmel Live!”

The decision means that a significant number of ABC affiliates will not be airing the program.

Nexstar operates 32 ABC affiliates. Last night Sinclair announced that its ABC affiliates will also preempt the show. Sinclair’s website lists 39 stations that are ABC affiliates.

“We made a decision last week to preempt “Jimmy Kimmel Live!” following what ABC referred to as Mr. Kimmel’s “ill-timed and insensitive” comments at a critical time in our national discourse,” the station group said in a statement. “We stand by that decision pending assurance that all parties are committed to fostering an environment of respectful, constructive dialogue in the markets we serve. In the meantime, we note that `Jimmy Kimmel Live!' will be available nationwide on multiple Disney-owned streaming products, while our stations will focus on continuing to produce local news and other programming relevant to their respective markets."

Last week both Nexstar and Sinclair announced their ABC affiliates would not air the program, prompting ABC to suspend it "indefinitely."

On Sept. 24, after the show aired and Nexstar preempted its return, the station group issued another statement on the status of the program in the future: “Nexstar is continuing to evaluate the status of Jimmy Kimmel Live! on our ABC-affiliated local television stations, and the show will be preempted while we do so. We are engaged in productive discussions with executives at The Walt Disney Company, with a focus on ensuring the program reflects and respects the diverse interests of the communities we serve.”

The Walt Disney Company has issued a short statement saying that “Jimmy Kimmel Live!” will return to its standard late night time slot on ABC on Tuesday Sept. 23 after being “indefinitely” suspended last week by the network.

Last week Kimmel’s comments on the assassination of Charlie Kirk prompted severe criticism from FCC Chair Brendan Carr, who called Kimmel’s comments “sick” and threatened to remove broadcast licenses of affiliates who carried the show. Following Carr's comments, Nexstar and Sinclair ABC affiliates announced they would preempt it. ABC suspended the show soon thereafter.

Like last week’s statement, the Disney statement on resuming production was relatively brief. It did not address specifics about the incident and made no mention of whether all the ABC affiliates will resume airing the show.

“Last Wednesday, we made the decision to suspend production on the show to avoid further inflaming a tense situation at an emotional moment for our country,” the statement said. “It is a decision we made because we felt some of the comments were ill-timed and thus insensitive. We have spent the last days having thoughtful conversations with Jimmy, and after those conversations, we reached the decision to return the show on Tuesday.”

Nexstar declined to comment on whether it will air the show when it returns or continue to preempt it.

In response to an inquiry from TV Tech, Sinclair said "beginning Tuesday night, Sinclair will be preempting `Jimmy Kimmel Live!' across our ABC affiliate stations and replacing it with news programming. Discussions with ABC are ongoing as we evaluate the show’s potential return."

When the show was first suspended, Sinclair issued a statement that the FCC and ABC needed to take further action against Kimmel beyond simply suspending the program.

FCC Commissioner Anna M. Gomez, who had called ABC's decision to suspend the show a “cowardly corporate capitulation” to threats from the FCC, applauded the decision to bring the show back.

“I am glad to see Disney find its courage in the face of clear government intimidation," Gomez said in a statement. "More importantly, I want to thank those Americans from across the ideological spectrum who spoke loudly and courageously against this blatant attempt to silence free speech. It will continue to be up to us as citizens to push back against this Administration’s growing campaign of censorship and control. As this FCC considers steps that would let the same billion-dollar media conglomerates that caved in to government pressure grow even bigger, we must combat these efforts to stifle free expression."

WASHINGTON—A letter from Democratic Senators to the Federal Communications Commission sharply criticized the agency for acting as a “roving press censor” and demanded that the FCC submit documents and answer questions about its role in the decision by ABC to indefinitely suspend “Jimmy Kimmel Live!”

“We are outraged by your comments yesterday on a podcast suggesting that the Federal Communications Commission (FCC) would take action against ABC, its parent company Disney, and its affiliates, over comments made by comedian Jimmy Kimmel on his late-night show,” the Senators wrote. “It is not simply unacceptable for the FCC Chairman to threaten a media organization because he does not like the content of its programming—it violates the First Amendment that you claim to champion. The FCC’s role in overseeing the public airwaves does not give it the power to act as a roving press censor, targeting broadcasters based on their political commentary. But under your leadership, the FCC is being weaponized to do precisely that.”

In response to the criticism of FCC Chair Brendan Carr, President Donald Trump praised him, as a “patriot” and “tough guy” while repeating his previously expressed views that broadcasters airing criticism of him should lose their broadcast licenses.

"They give me only bad publicity or press," Trump said on Air Force One on Thursday in comments reported by ABC News and others. "And I mean, they're getting a license, I would think maybe their license should be taken away. It will be up to Brendan Carr."

U.S. Senators Maria Cantwell (D-Wash.), Ranking Member of the Committee on Commerce, Science and Transportation, which oversees the Federal Communications Commission (FCC), Edward J. Markey (D-Mass.), senior member of the Committee, Ben Ray Luján (D-N.M.), Ranking Member of the Telecommunications and Media Subcommittee, and all Democratic members of the Committee sent the letter to FCC Chair Carr.

The letter was also signed by Democratic Leader Chuck Schumer and Senators Jacky Rosen (D-Nev.), Tammy Baldwin (D-Wis.), Lisa Blunt Rochester (D-Del.), Brian Schatz (D-Hawaii), John Hickenlooper (D-Colo.), Amy Klobuchar (D-Minn.) and Gary Peters (D-Mich.), the Senators reported.

“Under your leadership, the FCC appears to be discarding Congress’s clear directive in the Communications Act to ensure broadcasters act in the ‘public interest’—and is instead requiring them to act in ‘Trump’s interest.’” the letter continued. “This approach is an anathema to the Constitution. The consequences of your comments were quickly apparent. Hours later, Nexstar—a major owner of ABC affiliates that has a significant merger pending before the FCC—announced that it would take Kimmel off the air. Soon thereafter, Disney announced it was indefinitely suspending his show altogether. This is precisely what government censorship looks like.”

The letter also demanded answers to three questions by Sept. 25:

1. "How is the FCC defining the “public interest” standard to which broadcasters must adhere? To the extent that the FCC has adopted some new ideological or political neutrality test, how is the FCC defining ideological or political bias?"
2. "Did you, your staff, or any FCC staff have any communication with Disney, ABC, or their affiliates about Jimmy Kimmel, his Monday monologue, or his show between Monday, September 15, and today? If yes, we expect you to produce copies of all such communications.
3. "You publicly stated that ABC and Disney could “do this the easy way or the hard way.” Please detail the “easy way” and the “hard way” you were referencing in making this statement."

In an Sept. 18 interview reported on by Policyband, Carr denied that he had called Nexstar, Sinclair and ABC and said he had not put any personal pressure on them.

In a Sept. 17 interview, he did threaten to take away licenses of ABC affiliates who aired the show.

In a move that highlights a growing rift between broadcast networks and station groups, Sinclair, the nation’s largest ABC affiliate group, has issued statements saying that both ABC and the Federal Communications Commission need to take further action on the recent comments made by Mr. Kimmel about the assassination of Charlie Kirk.

ABC has already moved to suspend Kimmel’s show indefinitely.

In a press release, Sinclair said that it had told ABC on Sept. 17 that it plans to indefinitely preempt “Jimmy Kimmel Live!” and that ABC suspended production of “Jimmy Kimmel Live!” following those discussions.

“Mr. Kimmel’s remarks were inappropriate and deeply insensitive at a critical moment for our country,” said vice chairman Jason Smith. “We believe broadcasters have a responsibility to educate and elevate respectful, constructive dialogue in our communities. We appreciate FCC Chairman Carr’s remarks today [Sept. 17] and this incident highlights the critical need for the FCC to take immediate regulatory action to address control held over local broadcasters by the big national networks.”

Sinclair also noted that it “will not lift the suspension of `Jimmy Kimmel Live!’ on our stations until formal discussions are held with ABC regarding the network’s commitment to professionalism and accountability.”

Sinclair also demanded that Kimmel “issue a direct apology to the Kirk family. Furthermore, we ask Mr. Kimmel to make a meaningful personal donation to the Kirk Family and Turning Point USA.”

Sinclair said its ABC stations will air a special in remembrance of Charlie Kirk this Friday, during Jimmy Kimmel Live’s timeslot and that all of its stations will air the special over the weekend.

Sinclair is also offering the special to all ABC affiliates across the country.

“Regardless of ABC’s plans for the future of the program, Sinclair intends not to return “Jimmy Kimmel Live!” to our air until we are confident that appropriate steps have been taken to uphold the standards expected of a national broadcast platform,” the company said.

While most of the rhetoric around the Kimmel controversy has been political, the issue has exposed deeper, more fundamental financial imperatives that are being played out in the regulatory arena.

Sinclair’s push for the FCC to take “immediate regulatory action to address control held over local broadcasters by the big national networks” puts the financial interests of local station groups in direct alignment with the political and policy viewers of FCC Chair Brendan Carr.

FCC Chair Brendan Carr has repeatedly argued the agency has the power to remove broadcast station licenses if they fail to provide “balanced coverage.”

Carr has also repeatedly signaled that the agency would like to weaken the power of broadcast networks, which he has accused of biased news coverage and strengthen local broadcasters who wanted ownership caps lifted.

Nexstar, which has a major merger pending before the FCC that would require regulatory changes, and Sinclair, which wants the FCC to eliminate ownership caps so it could expand its station group, were the first two groups to announce they would drop Kimmel’s show.

IRVING, Texas and TYSONS, Va.—Nexstar Media Group, Inc. and Tegna Inc. have entered into a definitive agreement for Nexstar to buy Tegna for about $6.2 billion, in a deal that would create a behemoth in the local broadcasting industry with 265 full-power television stations in 44 states and the District of Columbia and 132 of the country’s 210 television DMAs.

As part of the agreement, Nexstar will acquire all outstanding shares of Tegna for $22.00 per share in a cash transaction valued at $6.2 billion, inclusive of Tegna’s net debt and estimated transaction fees and expenses.

The purchase price represents a 31% premium to Tegna’s average 30-day average stock price ending August 8, 2025, the last closing stock price prior to media reports of a potential transaction, the companies said.

The deal is the latest example of industry-wide sentiment that the FCC will relax or eliminate ownership caps and that the industry is about to embark on a wave of massive consolidation.

“The initiatives being pursued by the Trump administration offer local broadcasters the opportunity to expand reach, level the playing field, and compete more effectively with the Big Tech and legacy Big Media companies that have unchecked reach and vast financial resources,” Nexstar’s chairman and CEO Perry A. Sook said in a statement regarding the deal that explicitly highlighted the importance of deregulation in the company's future. “We believe Tegna represents the best option for Nexstar to act on this opportunity. Tegna is a premier operator with high quality local television stations primarily in the top 75 DMAs. We and Tegna are similarly dedicated to providing communities of all sizes with the best programming and fact-based local journalism along with innovative digital products and marketing solutions for local viewers and advertisers. The transaction will increase Nexstar’s reach through the expansion of our presence in important DMAs such as Atlanta, Phoenix, Seattle, and Minneapolis, as well as enhance our local presence, enabling us to continue to provide the core local news and programming that is in the public’s interest.”

Upon closing, Nexstar, together with its partners, will have 265 full-power television stations in 44 states and the District of Columbia and 132 of the country’s 210 television DMAs. The combined company will have stations in 9 of the top 10 DMAs, 41 of the top 50 DMAs, 62 of the top 75 DMAs and 82 of the top 100 DMAs, covering, in total, 80% of U.S. television households.

The deal also strengthens Netstars presence in many markets. Nexstar’s station footprint overlaps with Tegna in 35 of Tegna’s 51 DMAs, providing improved synergy potential in these markets. It would also help the combined company better tap into political advertising. The addition of strong Big-4 affiliates in key contested election DMAs, such as Phoenix, AZ, Atlanta, GA, Toledo, OH, and Portland, ME, will enhance the political advertising outlook for Nexstar in even-numbered years, Nexstar said.

The companies also reported that on a combined basis for the last eight quarters annualized ending June 30, 2025, Nexstar, together with Tegna, would have combined net revenue (excluding synergies) of $8.10 billion and combined Adjusted EBITDA (excluding synergies) before stock-based compensation of $2.56 billion.

Based on its estimates for 2025, Nexstar expects to generate annual net synergies of approximately $300 million from a combination of revenue synergies and net operating expense reductions.

Together, the adjusted free cash flow of Tegna, the expected synergies on an after-tax basis and the estimated after-tax financing costs related to the transaction, is expected to be more than 40% accretive to Nexstar’s standalone adjusted free cash flow in the first twelve months after closing, the companies said.

After giving effect to the transaction, the incurrence of transaction-related debt, transaction expenses, and expected synergies, Nexstar expects its net leverage ratio to be approximately 4x at closing with de-leveraging to current leverage levels in 2028. As of June 30, 2025, Nexstar’s total net leverage ratio was 3.19x.

“Nexstar has a stellar long-term record of growth through its deals, having completed many well-received transactions since 2011, including the 2019 acquisition of Tribune Media," Sook added. "The playbook we followed to make those transactions successful – improving and increasing local content, executing on identified synergies, and quickly de-leveraging our balance sheet with free cash flow post close – are the same opportunities and strategies we will use in connection with this transaction. With committed financing and a plan for significant synergy realization, we believe the combined entity will be poised for growth, leverage reduction, and the enhancement of shareholder value.”

In a statement, Howard Elias, chairman of Tegna’s Board of Directors commented, “At Tegna, we share Nexstar’s commitment to local broadcasting, exemplified by numerous investments and initiatives, industry journalism awards, and the significant expansion of our local news content. This transaction, which will provide premium near-term value to Tegna shareholders, comes at a time of rapid change in our industry and reflects the fact that policymakers of all perspectives are calling for regulations governing our industry to be modernized. This transaction with Nexstar will further solidify the critical role our stations serve in our communities, preserve their trust, and be better able to compete in today’s highly fragmented media environment.”

Mike Steib, CEO of Tegna, added that “We are thrilled to have found a partner in Nexstar that will enable Tegna’s stations to continue doing what we do best: creating outstanding and impactful local content coupled with the delivery of indispensable digital products to the communities we serve around the country. Nexstar and Tegna both share a rich heritage of commitment to journalistic excellence and technological advancements. Together, we will expand news coverage to serve more communities, across more screens, and ultimately secure the future of local news for generations to come.”

PORTLAND, Ore. —In the wake of reports that Nexstar Media Group and Tegna are in advanced merger talks, respected advertising and media analyst Brian Wieser’s Madison & Wall Substack has issued an analysis arguing that consolidation won’t be a quick fix for ad woes facing station groups.

Wieser made the comments after The Wall Street Journal reported Aug. 9 that Nexstar is in advanced negotiations to acquire Tegna.

Madison & Wall estimates the deal would create the 18th largest seller of advertising in the world, with about $3.4 billion in ad revenue.

The proposed deal comes at as broadcasters hope the Federal Communications Commission will eliminate broadcast ownership requirements.. That has prompted a number of proposed acquisitions that would require changes in FCC rules, including Gray Media's plans to acquire stations from AMG and Block Communications.

If the Nexstar-Tegna deal is announced and completed, the scale of the much-larger new company wouldn't change Madison & Wall’s ongoing view of the challenges facing the TV station business, which has been hurt by the shift of ad dollars to digital. “[L]egacy advertisers of all sizes continually shift resources away from television and towards digital platforms,” the analysis noted.

For example, Madison & Wall said “auto retailers … according to data from their trade association (NADA) allocated 23.7% of advertising budgets to television in 2015, but only 10.9% last year. Over that same time period, internet advertising rose from 27.8% to 73.1% of the average dealership’s budget.”

In addition, the Madison & Wall analysis stressed that local broadcasters face ongoing competition from self-serve ad platforms such as The Trade Desk, Amazon and others, which simplify the digital ad-buying process.

Overcoming those obstacles, the Madison & Wall report said, will require more investments in reversing those trends than “we have seen in the past from any company in the local broadcast sector.”

The four broadcast groups behind ATSC 3.0-based datacasting company EdgeBeam Wireless this week named Conrad Clemson to serve as its CEO.

Clemson takes the reins of the new joint venture company having led EditShare as CEO. Prior to EditShare, he founded and was CEO of BNI Video, which was acquired by Cisco Systems in 2011. At Cisco, he held senior leadership positions.

E.W. Scripps, Gray Media, Nexstar Media Group and Sinclair, which formed the joint venture, are optimistic about EdgeBeam’s prospects. The new company will leverage a portion of the broadcasters’ spectrum to deliver data via an ATSC 3.0, one-to-many, over-the-air broadcast network.

Ultimately, datacasting via 3.0 could generate an entirely new revenue stream for the partners that boosts earnings and the value of their TV spectrum.

In this interview, the new EdgeBeam CEO discusses his priorities, when the company expects to begin generating revenue, its sales strategy, the competitive landscape and more. (An edited transcript follows.)

TV Tech: What are your top priorities as you take the reins at EdgeBeam Wireless?

Conrad Clemson: The first thing anybody does walking in is assess what the situation is. I'm a technologist by background, so I think of things oftentimes in a techie way.

As I was going through the process of getting to know the EdgeBeam team, I laid out the concepts of running the company in two-week sprints and then I laid out a six-month path.

The key place to start is really assessing where we are. As we come out with that assessment, the No. 2 thing is going out and building the team.

What I found with companies is that you really have three important elements that must come together: the team, the technology and the market.

We’ve got a great market out there. Everybody needs data. Technology, we understand what it is. We’re going to have to do some work to make sure we’re ready to commercialize it.

Then the real key is going out, understanding the team we have in place and what we’re going to do to supplement that to create the kind of team that’s going to build a multi-$100 million or billion-dollar company.

TVT: When do you think you will have your executive and sales teams in place?

CC: My hope is within three months, we'll have an executive team and the sales team in place.

We really need to understand where in the commercialization phase we are to understand how much we are looking at order-driving, execution-oriented sales teams vs. kind of the Marines storming the beach—business-development resources—that help us establish that initial beachhead.

My feeling is that early on, we're going to be doing more business development than sales as we’re out there establishing the market, establishing who EdgeBeam is and then driving forward.

But make no mistake about it. The most important thing we want to do is to commercialize the technology, and that will drive on the sales team.

This is going to be a very technically oriented sale to begin with. That means you have both a sales organization, but also the sales engineers that go with that. That’s a critical piece as well.

The other thing that will be very important for us to do is to really validate and build two key elements: our core culture and our senior leadership team. Then we can develop our strategy.

With those three pieces in place, it will be time to turn the crank and get the job done.

TVT: It’s a frequent refrain in the TV industry that some younger folks don’t recognize television is transmitted over the air. Others might have a vague understanding, but think of it as something grandma watches. I wonder if that extends into the boardrooms of your potential clients. If so, how do you change those perceptions and demonstrate 3.0 datacasting is a viable alternative to other wireless services?

CC: One of the things that really attracted me to EdgeBeam is there are a lot of wireless service providers out there and the sales program always goes the same way: “Hey, I’m faster; I’m cheaper and I have more coverage than the other guy.”

This is the first time in a long time that I think a company has a chance to come out and say, “We have something different to offer.”

We're not here to surf the web. We’re here because we have a differentiated wireless offering. If that offering aligns with the kinds of services you're trying to put out into the marketplace, we can just do it better.

We have unique strengths. The first thing is this is a network that is naturally a broadcast network, a point-to-multipoint network. What are the applications for one-to-many? There are a lot of those.

There are easy ones like [streaming offload for] high-value live events, be they sports, news or otherwise.

There’s downloading software to stuff and by the way, in the case of interesting things like automobiles, there’s a ton of downloads. Those are great point-to-multipoint applications. But then you look and ask what about stock tickers? What about betting tickers?

Then there’s the core strength of having a very powerful transmitter. If you’re in the middle of a city with buildings and parking garages, we are unique in our ability to put our signal through to your endpoint.

If you’re offering a 5G signal, it’s really good and it’s really fast, but it ain’t going to go through concrete.

Then there’s timing, which goes to positioning opportunities. We look at those three things that make us different from the other guys.

We can come and do something that, quite frankly, is better—not just a little bit of a minor difference [compared to wireless companies’ offerings].

TVT: I think the thing most people in this industry want to know is when EdgeBeam will earn its first 3.0-based datacasting dollar.

CC: Let me be like a classic entrepreneur. When are you going to sell one? When are you going to sell 100 and when are you going to sell a million?

I think the company remains hopeful that between now and the end of the year, we’ll sell one.

We don’t light up $10 million, or $100 million, or pick a number of revenue. That’s not the plan. I think we want our objective to be as quick as possible.

And don't hold me to December. It might be January. The point is in the near term, we should see first customer revenue.

How that grows is both driven by internal constraints—our ability to invest and go get that revenue—and the external constraints of EdgeBeam as a company, looking back to our spectrum granters and showing them we can do something meaningful with this spectrum. We want to earn the right to have more spectrum.

TVT: A few months ago, the National Association of Broadcasters petitioned the Federal Communications Commission to move forward on a plan to sunset ATSC 1.0. Will EdgeBeam remain viable if there's no movement on that sunset? If the sunset is established, what will that do for EdgeBeam’s business?

CC: We're going to make sure we’re ready to go, and we’ve got a great service. We know we can see some early wins, but we're going to be really thoughtful about not stepping on the gas ahead of where the real revenue—revenue with a capital R—is coming from.

TVT: Does that mean that if the industry remains stuck in the dual-standard DTV world, that you’ll be able to make a go of it with the 7 to 8 Megabits per second that are available today for 3.0 datacasting in transition markets?

CC: Absolutely. But we need to challenge ourselves with how we get creative. If the demand for our services is outstripping the capacity to provide them, that’s an opportunity for us to be smart technologists and go figure it out.

We’ll take the highest-value pieces and put them on the limited bandwidth that we have, and we will figure out how to go create some more bandwidth and be good engineers, innovators and entrepreneurs to do that.

TVT: When EdgeBeam was announced, the joint partner companies said there would be an opportunity for other broadcasters to profit from allocating some spectrum for EdgeBeam datacasting. Do you have any other details about how that will work or what it will look like?

CC: So, day one was Monday. It’s a little early to be having conversations with potential other partners.

Having said that, we intend to be an open environment. Our assumption is as we start to show success other broadcasters will look around and want to be a part of that.

I'll be excited to see that, but I would step back and say the first thing we have to prove is that the dog will eat the dog food. That will create the energy and the excitement in other broadcasters to want to be a part of this, too.

TVT: At the risk of mixing metaphors, what low-hanging fruit are you targeting to demonstrate the dog food is tasty?

CC: We’re seeing a lot of traction in e-GPS [enhanced GPS], and I think the IoT [Internet of Things] market is ripe. I think those are all markets we can start exploiting quickly with fast turnarounds.

But some of the markets we are going to attack are multiyear engagements. It’s time to get those started, as well, with a clear understanding that we need to balance the risk-reward [ratio] and make sure that as a small company we’re focusing our limited resources in the right place.

TVT: Do you have any idea about how your rates will stack up against your wireless competitors?

CC: Good question. And to be honest with you, I don’t know the answer to that at the moment.

Having said that, I think one of the things that we can really strive for is to provide very deterministic costs for customers out there trying to bring those things [their data] onto our network.

As a young company coming into this environment, I think we have the opportunity to look at what our end customers are trying to accomplish and create pricing models that line up with that and have a great advantage.

The question for our end clients is, what kind of an economic value proposition can we bring to them? One in which they look at us and say, “this is a great opportunity,” because they know exactly what it is going to cost, independent of how many people watch it [or how many end points receive the datacast].

TVT: Among the four joint venture partners, two different broadcast core network solutions were in use as three of the four deployed their previous iterations of 3.0-based datacasting. I was told in previous interviews that the one chosen for EdgeBeam would be up to the new CEO. What have you chosen?

CC: The easy answer would be great. That would be there’s a single one that everybody has that’s fully deployed, and we only have to operate with one element out there.

The last time I checked, there were at least two of these things that were deployed out in the network. If you look into an IP network and ask whose routers are being used, well, they use multiple people’s routers.

When you’re building a mobile network, whose packet core gets used? There are four or five of them out there. So, I wouldn't want to preclude [any of them] and say: “The answer has to be A, or B or A and B.”

We’re going to have to look and see what's in there and what has the capabilities needed. My guess is, in all likelihood, we’ll have to go through a process of both rationalizing that and understanding what makes sense and what we should do out there. Then, we’ll make that decision over time.

TVT: Is there anything else you’d like to share about EdgeBeam?

CC: A couple of things. First, what a great time it is to be standing up a company. I’ve been working with the teams here for a couple of months, and I will tell you this is a world-class set of companies and investors to be working with.

The other thing is this is ground zero. This is the fourth company I’ve been a part of in a very early stage of growth and development.

I think this is a really interesting time in the industry to start taking advantage of AI tools that are coming online. Not stuff that we’re building into the product, but rather AI technologies and new capabilities that will help us as we think about the internal workings of the company in a native-AI fashion.

More information about EdgeBeam Wireless is available on the company’s website.

IRVING, Texas—Nexstar Media Group, the nation’s largest broadcast station group, has offered investors a new presentation that highlights the company's growth potential. Nexstar’s large audience reach, government deregulation, the potential loosening of ownership caps, growth in retransmission fees, NextGen TV and larger media trends favoring broadcasters should all help boost revenue and profits, the company said.

Even though Federal Communications Commission ownership caps limit station groups to covering 39% of U.S. homes, Nexstar reported that its stations actually reached around 70% if you remove the UHF station discounts.

Currently, Nexstar’s local stations reach about 103 million unique visitors, the company said, and its presented data showing it has the largest U.S. household reach of any broadcasters at 70%, followed by TelevisaUnivision (45%), Tegna (40%), Fox (39%), Sinclair (38%), NBCUniversal (38%), CBS (37%), and Gray Media (36%). ABC stations reach about 22%, Nexstar reported.

The presentation cited ATSC 3.0, The CW and NewsNation as potential organic growth opportunities and said deregulation and slowing pay TV subscriber attrition could further boost its stock.

The presentation also went against conventional wisdom, which sees retrans fees as stagnating in era of cord-cutting by arguing that broadcast programming has gained market share among all linear TV viewing, growing from 40% of linear TV viewing in 2020 to 47% in 2024. That has made broadcast programming more valuable. “If broadcast stations were paid retransmission fees equivalent to their ratings, there would be +44% upside to distribution revenue for the industry,” Nexstar said.

The station group said about 60% of its retrans pacts were up for renewal in 2025, which would impact 2026 results.

It also highlighted its local news operations, noting it employs 6,000 local journalists who generate over 316,000 hours per year of local programming. In addition, it has over 16,000 local salespeople who have relationships with more than 40,000 businesses and two-thirds of its advertising revenue is from Nexstar programming.

In terms of digital, the company noted that it has 138 websites, 229 mobile applications and 60 connected TV apps. As of March, it ranked as the sixth-largest digital news property in terms of unique visitors.

In terms of deregulation, Nexstar’s presentation argued “elimination of the [FCC TV-station] ownership cap could enable Nexstar to make additional acquisitions of stations in markets it is not currently in” and allow the company to add additional network affiliates in markets where it currently operates.

With respect to ATSC 3.0, Nexstar repeated widely cited data from a BIA Kelsey study in 2021, which has not been updated. That study found that the industry could bring in between $6.4 billion to $15 billion a year in new 3.0 revenue with $10.7 billion being the most likely scenario.

Currently Nexstar is part of the EdgeBeam Wireless joint venture with Gray, Sinclair and E.W. Scripps that aims to monetize their spectrum and 3.0 capabilities.

While top executives at broadcast TV station groups reported first-quarter revenue declines amid economic uncertainty and the impact of tariffs on the economy, they offered bullish sentiments regarding the prospects for significant deregulation in broadcast ownership rules and M&A activity.

“In my 45-plus years in the industry, I continue to believe that the prospect of meaningful broadcast ownership reform has never been better than it is today,” Perry Sook, chairman and CEO of Nexstar Media Group and chair of the NAB’s Joint Board of Directors, said in kicking off Nexstar’s first-quarter earnings call. “We are fortunate to have a strong FCC chair in Brendan Carr, who keenly understands the need for local broadcast deregulation and the relief that we and the industry need on both the national ownership cap and in-market local ownership rules.”

Carr recently fueled hopes for deregulation in a May 7 interview by calling ownership rules "archaic" and "artificial." That was his strongest public statement to date indicating that he would change those rules.

Once the fifth FCC commissioner is confirmed this summer, giving Carr and the Republicans a majority, Sook said: “We anticipate chairman Carr will begin to take action on his agenda. In addition to our deregulatory agenda to level the playing field and to enable consolidation, we are also seeking to obtain a firm transition date for ATSC 1.0 standards to ATSC 3.0 standards, which will support and advance our rollout of high-speed data transmission and other services to allow us to fully monetize ancillary uses of our spectrum.”

Sook stressed that Nexstar’s “strong financial position and balance sheet” makes it well-prepared to capitalize on deregulation through M&A. “Historically, this strategy has created tremendous shareholder value,” he said.

On Tegna's earnings call, President and CEO Mike Steib said: “73 members of Congress have signed a letter to FCC chairman, Brendan Carr, advocating for deregulation and broadcasting and the Chairman is expected to have a majority soon. We're staying close to all of this and our healthy balance sheet, consistent free cash flow generation and track record of disciplined capital allocation position us well to pursue the best opportunities for value creation.

“Chairman Carr has been clear with his agenda and support for local broadcasters and the important role that local broadcasters play for our communities and the role that local news plays for our democracy,” he added later in response to a question about deregulation. “He is expected to have his majority soon. And as I noted in my prepared remarks, he seems to have bipartisan Congressional support for supporting local and supporting local broadcasters.”

He added that this “will unlock M&A opportunities in the space that can be really accretive for buyers and sellers,” but he cautioned that “until we know the full landscape and until we know the prices, I can't sort of comment more precisely as it pertains to how we think about...about capital, capital allocation.”

“I'm as excited about the M&A opportunity in this space as you all are, and I'm sure it's frustrating not to hear us be able to be more specific in our responses,” he added. “You probably imagine it is for us as well. What I can tell you is we believe that the deregulatory moment is coming and it's coming at just the right time.”

During its Q1 earnings call E.W. Scripps executives also highlighted the M&A opportunities that deregulation might bring.

"Most importantly, what we have accomplished over the last year has set us up well to move successfully through the company's next season," said Adam Symson, president, and CEO at E.W. Scripps. "Not far ahead, we see the prospect of local broadcast industry consolidation that will drive growth by finally allowing us to deepen our presence in our local markets, building upon the strong relationships we already have with viewers and advertisers to create even greater shareholder value with significant efficiency."

"I think it's fair to say that the commission recognizes that local news, local sports, local programming entirely depends on the durability of local television," he added later. "Standing in the way of that durability, we think are the rules that prevent consolidation, both in market and national consolidation that's necessary for us to compete on that level playing field with the national media companies, the networks and that are right now already using their leverage to essentially impair our abilities to serve local communities. So for us, we believe greater scale nationally and greater depth in market are necessary for our assets to perform their best for shareholders and continue in service to the communities where we operate. So I expect we'll do everything in our power to take advantage of this moment. I expect off the bat, given our balance sheet, our greatest opportunities would be both in swaps and in select asset sales."

Symson also highlighted signals from the FCC that they would like to strengthen local broadcasters in terms of their relations with broadcast networks in terms of affiliate fees and retransmission negotiations with vMVPDs.

"We think the commission recognizes that things have gotten to the point where the networks are using their economic leverage to control the airwaves, which is essentially a de facto violation of communications regulations," he said. "So the networks ought to be taking this moment as a call to action to address the issue proactively instead of waiting for it to be regulated."

He also expressed optimism that the FCC would actually move to lift ownership caps and that investors wouldn't once again be disappointed by caps remaining in place.

"I believe that the commission will act in a way that, as I said in my prepared remarks, rebalance the marketplace," he said.  

During its Q1 earnings call Gray Media chairman and CEO Hilton Howell Jr. said: “We are energized by the possibility that the government may, at last, allow local broadcasters to compete on a more level playing field with all of our competitors.”

“Market consolidation,” he added later, is “inherently universally positive in terms of saving money, but it also gives us, because we are so focused on the delivery of local news, local content, local sports, you’ve got to give the audiences something to view it all. The consolidation allows us to compete with the really huge tech giants that are actually taking about 80% of the local ad market. And so consolidation is an all in all positive for the entirety of the broadcast business. And we're very excited about it."