Note 3: Acquisitions

Merger with TEGNA

On March 19, 2026 (the “Closing Date”), Nexstar completed its acquisition of TEGNA pursuant to the previously announced Merger Agreement by and among Nexstar, TEGNA and Teton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nexstar (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into TEGNA, with TEGNA continuing as the surviving corporation and a wholly owned subsidiary of Nexstar (the “Merger”). As a result of the Merger, Nexstar acquired 64 full power stations and two radio stations in 51 markets; Premion, a connected TV and over-the-top advertising platform; two digital multicast networks, True Crime and Quest; and Locked On Podcast Network.

On April 17, 2026, the United States District Court for the Eastern District of California in the antitrust litigation In re: Nexstar-TEGNA Merger Litigation issued a preliminary injunction prohibiting further integration of the companies, subject to certain exceptions, pending adjudication on the merits. On May 20, 2026, Nexstar filed an appeal of the preliminary injunction in the United States Court of Appeals for the Ninth Circuit. The appeal seeks narrowing of the injunction and dismissal of the complaints by various States against the Merger. A hearing date has not yet been set. Also, in connection with the regulatory approval of the Merger, Nexstar made certain commitments to the FCC, including a commitment to divest six television stations within two years provided that a waiver of the FCC’s local television ownership rule remains necessary to own such stations at that time. No agreement has been executed with

any prospective buyer at this time.

The Merger increased Nexstar’s operational and geographic diversity and scale to cover approximately 80% of U.S. television households, enhanced its presence in various localities and extended its footprint to additional areas experiencing contested elections.

The television stations (full power, low power, and multicast channels) acquired by Nexstar as a result of the Merger are as follows (Bold denotes networks owned by Nexstar):

Pursuant to the terms of the Merger Agreement, at the Closing Date, each issued and outstanding equity share of TEGNA immediately prior to the closing of the Merger was converted into the right to receive $22 in cash (the “Merger Consideration”). All vested and unvested time-based and performance-based equity-based awards of TEGNA granted prior to August 18, 2025 and outstanding immediately prior to the effective time of the Merger were vested in full and converted into the right to receive the Merger Consideration at the Closing Date. Each TEGNA time-based restricted stock unit granted on or after August 18, 2025 was converted into a time-based restricted stock unit based on the Merger Consideration and the terms of the Merger Agreement.

The acquisition purchase price was $3.7 billion and reflects the Merger Consideration paid to acquire TEGNA’s outstanding equity and unvested equity-based awards granted before August 18, 2025. The purchase price was funded through a combination of proceeds from certain term loans and revolving loans, the issuance of secured notes (see Note 7) and cash on hand.

The preliminary purchase price allocation presented above is based upon management’s estimate of the fair value of the acquired assets and assumed liabilities using valuation techniques including income, cost, and market approaches. The fair value estimates (subject to final determination) are based on, but not limited to, estimated future revenue and cash flows, estimated long-term growth rates, and estimated discount rates. For assumed debt, refer to Note 14 for estimated fair values.

Property and equipment, excluding land of $177 million and construction in progress of $16 million, are depreciated over a weighted-average estimated useful life of 18.1 years.

FCC licenses are classified as indefinite-lived intangible assets and are not amortized. The intangible assets attributable to network affiliation agreements are amortized over an estimated useful life of 15 years. Other definite-lived intangible assets (primarily customer relationships, developed technology and brand value) are amortized over a weighted-average estimated useful life of 6.6 years.

Goodwill is attributable to future synergies and cost reductions resulting from increased purchasing leverage of key expenses, the ability to leverage shared costs across a larger organization, and operational knowledge from experienced management. The entire amount of goodwill was assigned to the reportable TEGNA segment (see Note 4).

The carryovers of the tax basis in goodwill ($168 million), FCC licenses ($343 million), network affiliation agreements ($77 million), other intangible assets ($110 million) and property and equipment ($164 million) are deductible for tax purposes.

Other assets acquired and other liabilities assumed include right-of-use assets and lease liabilities, respectively, from various operating leases (see Note 8).

Certain assumed debt obligations were repaid subsequent to the Closing Date in March 2026. Refer to Note 7 for additional information.

For additional information regarding the assumed pension benefit obligations, supplemental retirement plan and other deferred compensation (included in other noncurrent liabilities), refer to Note 9.

In connection with the Merger, Nexstar also assumed certain commitments and contingencies as described in Note 10.

TEGNA’s net revenue of $803 million and operating income of $110 million from March 19, 2026 to June 30, 2026 have been included in the accompanying Condensed Consolidated Statements of Operations.

Transaction costs relating to the Merger, including legal and professional fees and severance costs of $52 million and $90 million, were expensed as incurred during the three and six months ended June 30, 2026, respectively. These costs were included in selling, general and administrative expense, excluding depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations. Costs incurred during the three and six months ended June 30, 2025 were not material.

Unaudited Pro Forma Information

The following unaudited pro forma information (in millions) has been presented for the periods indicated as if the Merger with TEGNA had occurred on January 1, 2025. The unaudited pro forma information combined the historical results of Nexstar and TEGNA, adjusted for business combination accounting effects including transaction costs attributable to the Merger, the depreciation and amortization charges from acquired intangible assets, the interest on new debt and the related tax effects. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the Merger had taken place at the beginning of fiscal year 2025.

2025 Acquisition

On January 31, 2025, Nexstar acquired certain assets of WBNX-TV, an independent full power television station serving the Cleveland, OH market, from Winston Broadcasting Network, Inc. for a $22 million cash purchase price. The acquired assets and assumed liabilities were recorded at fair value as of the closing date of the transaction and consisted primarily of $20 million related to the FCC license.