Note 7: Debt

2026 Activities

In connection with the consummation of the Merger, in March 2026, Nexstar completed a series of financing transactions to fund the purchase price and refinance certain outstanding indebtedness, as follows:

In April 2026, Nexstar issued $1,725 million in Senior Unsecured Notes due April 15, 2034 (“7.25% Notes due 2034”), the proceeds of which were used to refinance its 5.625% Notes due 2027.

Debt issuance costs, including lender fees and third party costs totaling $125 million, were deferred and amortized over the life of the applicable debt. Financing costs of $22 million related to commitment and funding fees related to bridge loans were recorded as interest expense, net in the accompanying Condensed Consolidated Statements of Operations.

In connection with the Merger, Nexstar assumed TEGNA’s outstanding principal amounts of indebtedness, as follows:

As of the Closing Date, the assumed TEGNA indebtedness were recorded at estimated fair value based on the prices they were paid or at estimated fair market value prices.

The proceeds from the issuance of new debt were used to fund the Merger and the related fees and expenses (see Note 3) and to repay certain TEGNA and Nexstar indebtedness in March and April 2026 as follows:

During the six months ended June 30, 2026, the Company repaid scheduled principal maturities of $59 million of its term loans and prepaid $150 million of Term Loan A due 2027 and $225 million of Term Loan B, funded by cash on hand.

6.50% Secured Notes due 2033

On March 25, 2026, Nexstar completed the issuance and sale of $3,390 million in aggregate principal amount of 6.50% Senior Secured Notes due 2033 (the “6.50% Secured Notes due 2033”) at par. The 6.50% Secured Notes due 2033 were issued pursuant to an indenture dated March 25, 2026 (“6.50% Indenture due 2033”).

The 6.50% Secured Notes due 2033 are guaranteed on a senior secured basis by Nexstar, Mission and any direct or indirect restricted subsidiary of Mission, and by certain of Nexstar’s existing and future restricted subsidiaries that guarantee Nexstar’s credit facilities, and are secured with the obligations under Nexstar’s first lien credit agreement.

The 6.50% Secured Notes due 2033 will mature on September 15, 2033. Interest is payable semiannually in arrears on March 15 and September 15 of each year, commencing on September 15, 2026. Nexstar is obligated to make each interest payment to the holders of record of the 6.50% Secured Notes due 2033 on the immediately preceding March 1 and September 1.

Nexstar has the option to redeem all or a portion of the 6.50% Secured Notes due 2033 at any time prior to March 15, 2029 at a price equal to 100% of the aggregate principal amount plus accrued and unpaid interest to the redemption date, plus a make whole premium. At any time prior to March 15, 2029, Nexstar may also redeem up to 40% of the aggregate principal amount at a redemption price equal to 106.500%, plus accrued and unpaid interest to the redemption date, with the proceeds of certain equity offerings. In addition, at any time prior to March 15, 2029, Nexstar may redeem up to 10% of the aggregate principal amount in any twelve-month period ending after the issue date at a redemption price of 103%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after March 15, 2029, Nexstar may redeem, in whole or in part, at the applicable redemption price set forth in the indenture.

Upon the occurrence of a change of control (as defined in the 6.50% Indenture due 2033), each holder of the 6.50% Secured Notes due 2033 may require Nexstar to repurchase all or a portion of such 6.50% Secured Notes due 2033 in cash at a price equal to 101% of the aggregate principal amount of the 6.50% Secured Notes due 2033 to be repurchased, plus accrued and unpaid interest to the date of repurchase.

The 6.50% Indenture due 2033 contains covenants that limit, among other things, the ability of the issuer and its restricted subsidiaries to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) create liens, (5) merge or consolidate with another company, (6) sell, transfer or otherwise dispose of all or substantially all assets, (7) enter into agreements that restrict the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to the Issuer or other restricted subsidiaries and (8) prepay, redeem or repurchase certain indebtedness. These covenants are subject to a number of important exceptions and qualifications set forth in the 6.50% Indenture due 2033.

7.75% Notes due 2027

The 7.75% Notes due June 2027 were assumed in connection with the TEGNA acquisition. These notes are issued by Belo Corp., a subsidiary of TEGNA, with TEGNA and Nexstar as co-obligors of Belo Corp.’s obligations under the notes. The aggregate principal amount of the 7.75% Notes due 2027 outstanding is $200 million. The notes will mature on June 1, 2027 and bear interest at 7.75% per annum, payable semiannually in arrears on June 1 and December 1 of each year. The notes can be redeemed at any time subject to a customary make-whole premium. In accordance with the terms of the indenture, the Company intends to secure the notes.

7.25% Notes due 2027

The 7.25% Notes due 2027 were assumed in connection with the TEGNA acquisition. These notes are issued by Belo Corp., a subsidiary of TEGNA, with TEGNA and Nexstar as co-obligors of Belo Corp.’s obligations under the notes. The aggregate principal amount of the 7.25% Notes due 2027 outstanding is $240 million. The notes will mature on September 15, 2027 and bear interest at 7.25% per annum, payable semiannually in arrears on March 15 and September 15 of each year. The notes can be redeemed at any time subject to a customary make-whole premium. In accordance with the terms of the indenture, the Company intends to secure the notes.

7.25% Unsecured Notes due 2034

On April 2, 2026, Nexstar issued $1,725 million of 7.25% senior unsecured notes due 2034 (“7.25% Notes due 2034”) at par. The 7.25% Notes due 2034 were issued pursuant to an indenture dated April 2, 2026 (“7.25% Indenture due 2034”). The net proceeds from the offering of the 7.25% Notes due 2034 were used to redeem Nexstar’s 5.625% Notes due 2027 and to pay related fees and expenses.

The 7.25% Notes due 2034 are guaranteed on a senior unsecured basis by Nexstar, Mission and any direct or indirect restricted subsidiary of Mission, and by certain of Nexstar’s existing and future restricted subsidiaries that guarantee Nexstar’s credit facilities. The 7.25% Notes due 2034 and the related guarantees are senior obligations of Nexstar and the guarantors and rank equal in right of payment with all of the existing and future senior indebtedness of Nexstar and the guarantors.

The 7.25% Notes due 2034 will mature on April 15, 2034. Interest is payable semiannually in arrears on April 15 and October 15 each year, commencing on October 15, 2026. Nexstar is obligated to make each interest payment to the holders of record of the 7.25% Notes due 2034 on the immediately preceding April 1 and October 1.

Nexstar has the option to redeem all or a portion of the 7.25% Notes due 2034 at any time prior to April 15, 2029 at a price equal to 100% of the aggregate principal amount of the 7.25% Notes due 2034 redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a customary “make-whole” premium. At any time prior to April 15, 2029, Nexstar may also redeem up to 40% of the aggregate principal amount of the 7.25% Notes due 2034 at a redemption price equal to 107.250% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, with the proceeds of certain equity offerings. At any time on or after April 15, 2029, Nexstar may redeem the 7.25% Notes due 2034, in whole or in part, at the applicable redemption prices set forth in the 7.25% Indenture due 2034.

Upon the occurrence of a Change of Control Repurchase Event (as defined in the 7.25% Indenture due 2034), each holder of the 7.25% Notes due 2034 may require Nexstar to repurchase all or a portion of such 7.25% Notes due 2034 in cash at a price equal to 101% of the aggregate principal amount of the 7.25% Notes due 2034 to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

The 7.25% Indenture due 2034 contains covenants that limit, among other things, the ability of Nexstar and its restricted subsidiaries to (1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) create liens, (5) merge or consolidate with another company, (6) sell, transfer or otherwise dispose of all or substantially all assets, (7) enter into agreements that restrict the ability of Nexstar’s restricted subsidiaries to make distributions, loans or advances to Nexstar or other restricted subsidiaries and (8) prepay, redeem or repurchase certain indebtedness. These covenants are subject to a number of important exceptions and qualifications set forth in the 7.25% Indenture due 2034.

Unused Commitments and Borrowing Availability

Nexstar and Mission had $428 million (net of outstanding standby letters of credit of $30 million) and $14 million, respectively, of unused revolving loan commitments under their senior secured credit facilities, all of which were available for borrowing, based on the covenant calculations as of June 30, 2026. The Company’s ability to access funds under the senior secured credit facilities depends, in part, on its compliance with certain financial covenants. As of June 30, 2026, the Company was in compliance with its financial covenants.

Collateralization and Guarantees of Debt

The Company’s credit facilities described above are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, the other assets of consolidated VIEs unavailable to creditors of Nexstar (see Note 2) and the assets of The CW. Nexstar (excluding The CW) guarantees full payment of all obligations incurred under the Mission senior secured credit facility in the event of Mission’s default. Mission is a guarantor of Nexstar’s senior secured credit facility, Nexstar’s senior secured and senior unsecured notes and TEGNA’s senior unsecured notes.

In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements, which expire on various dates between 2026 and 2034, are freely exercisable or assignable by Nexstar without consent or approval by Mission. The Company expects these option agreements to be renewed upon expiration.

Debt Covenants

The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.25:1.00. Pursuant to the terms of Nexstar’s credit agreement, the maximum permitted covenant ratio may be increased, at Nexstar’s election, from 4.25:1.00 to 4.75:1.00 for the fiscal quarter in which a Material Transaction (as defined therein) is consummated and the following three consecutive fiscal quarters, subject to a maximum of two such elections during the term of the facility. In connection with its acquisition of TEGNA, Nexstar first elected this increase in the covenant ratio beginning in the first quarter of 2026 and will remain in effect through December 31, 2026. The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of the Company, excluding the operating results of The CW, which Nexstar designated as an unrestricted subsidiary under its credit agreements and indentures. The Mission credit agreement does not contain financial covenant ratio requirements but does provide for default in the event Nexstar does not comply with all covenants contained in the Nexstar credit agreement. As of June 30, 2026, the Company was in compliance with its financial covenants.