NXST / Nexstar Media Group, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

Forward Looking Statements This communication includes forward-looking statements. Nexstar Media Group, Inc. (“Nexstar”) and TEGNA Inc. (“TEGNA”) have based these forward-looking statements on Nexstar’s and TEGNA’s current expectations and projection

EX-99.2 Exhibit 99.2 1 A c q u i s i t i o n o f T E G N A I n c . – A u g u s t 2 0 2 5 Forward Looking Statements This communication includes forward-looking statements. Nexstar Media Group, Inc. (“Nexstar”) and TEGNA Inc. (“TEGNA”) have based these forward-looking statements on Nexstar’s and TEGNA’s current expectations and projections about future events. Forward-looking statements include inf

AGREEMENT AND PLAN OF MERGER by and among TEGNA INC., TETON MERGER SUB, INC. NEXSTAR MEDIA GROUP, INC. Dated as of August 18, 2025

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among TEGNA INC., TETON MERGER SUB, INC. and NEXSTAR MEDIA GROUP, INC. Dated as of August 18, 2025 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS Section 1.1 Certain Specified Definitions 2 Section 1.2 Terms Defined Elsewhere 13 ARTICLE II. THE TETON MERGER Section 2.1 The Teton Merger 15 Section 2.2 Closing 15 Section 2.3 Teton Merger Effectiv

NEXSTAR MEDIA GROUP, INC. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE TEGNA INC. FOR $6.2 BILLION IN ACCRETIVE TRANSACTION Enhances Nexstar’s Position as a Leading Local Media Company Preserves High-Quality Local Journalism and Diversity of Opinion S

EX-99.1 Exhibit 99.1 NEXSTAR MEDIA GROUP, INC. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE TEGNA INC. FOR $6.2 BILLION IN ACCRETIVE TRANSACTION Enhances Nexstar’s Position as a Leading Local Media Company Preserves High-Quality Local Journalism and Diversity of Opinion Strengthens Ability to Compete with Big Tech and Big Media Expected to Drive Increased Profitability and Returns for Nexstar Share

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 (August 18, 2025)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2025 (August 18, 2025) NEXSTAR MEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-50478 23-3083125 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Three Months Ended June 30,

Exhibit 99.1 SECOND QUARTER 2025 EARNINGS RELEASE August 7, 2025 NEXSTAR MEDIA GROUP REPORTS SECOND QUARTER NET REVENUE OF $1.23 BILLION Q2 Net Revenue Drives Net Income of $91 Million, Adjusted EBITDA of $389 Million, Net Cash Provided by Operating Activities of $247 Million and Adjusted Free Cash Flow of $101 Million Refinanced Senior Secured Term Loans and Revolving Credit Facilities, Reducing

8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commissio

8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2025 (July 31, 2025) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorpora

EX-99.1

EXHIBIT 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.86 PER SHARE IRVING, Texas (August 1, 2025) – Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $1.86 per share of its common stock. The dividend is payable on Friday, August 29, 2025, to shareholders of record on Friday, August 15, 2025. While the Compan

Amendment No.7 dated as of June 27, 2025, to Credit Agreement, dated as of January 17, 2017, by and among Nexstar Media Inc. (f/k/a Nexstar Broadcasting, Inc.), Nexstar Media Group, Inc. Bank of America, N.A. and the several lenders party thereto.

Exhibit 10.1 Execution Version AMENDMENT NO. 7 TO CREDIT AGREEMENT AMENDMENT NO. 7 TO CREDIT AGREEMENT, dated as of June 27, 2025 (this “Amendment”), by and among NEXSTAR MEDIA INC., a Delaware corporation (the “Borrower”), NEXSTAR MEDIA GROUP, INC., a Delaware corporation (“Nexstar Media”), each of the other Loan Parties listed on the signature pages hereto, BANK OF AMERICA, N.A., as administrati

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 (June 27, 2025) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporat

NEXSTAR MEDIA GROUP REFINANCES CREDIT FACILITIES Refinancing Extends Revolving Credit Facility and Term Loan Maturities and Reduces Interest Rate Margin

Exhibit 99.1 NEXSTAR MEDIA GROUP REFINANCES CREDIT FACILITIES Refinancing Extends Revolving Credit Facility and Term Loan Maturities and Reduces Interest Rate Margin IRVING, Texas (June 30, 2025) – Nexstar Media Group, Inc. (NASDAQ: NXST) (the “Company”) announced today that its wholly owned subsidiary, Nexstar Media Inc. (“Nexstar”), and Mission Broadcasting, Inc. (“Mission”), a variable interest

Amendment No.8 dated as of June 27, 2025, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto.

Exhibit 10.2 Execution Version AMENDMENT NO. 8 TO CREDIT AGREEMENT AMENDMENT NO. 8 TO CREDIT AGREEMENT, dated as of June 27, 2025 (this “Amendment”), by and among MISSION BROADCASTING, INC., a Delaware corporation (the “Borrower”), each other Loan Party and each Mission Equity Holder party hereto, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), each of the Revolving Cr

NEXSTAR MEDIA GROUP SHAREHOLDERS APPROVE ALL PROPOSALS AT 2025 ANNUAL SHAREHOLDER MEETING

EXHIBIT 99.1 NEXSTAR MEDIA GROUP SHAREHOLDERS APPROVE ALL PROPOSALS AT 2025 ANNUAL SHAREHOLDER MEETING IRVING, Texas (June 20, 2025) – Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or “the Company”) announced that at its 2025 Annual Shareholders’ Meeting shareholders voted to: • Elect all nominees to Nexstar’s Board of Directors; • Affirm the executive compensation of the Company’s Named Exe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 (June 17, 2025) Nex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 (June 17, 2025) Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporat

Amendment to Executive Employment Agreement, dated as of May 2, 2025 between Sean Compton and Nexstar Media Group, Inc.

EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT That certain Amended and Restated Executive Employment Agreement dated September 19, 2023 (“Agreement”), by and between Sean Compton, (“Employee”) and Nexstar Media Group, Inc. or its predecessors (the “Company”) is hereby amended effective May 2, 2025 as follows: 1. All references to Nexstar Media Group, Inc. are amended to read “Nexstar Media Inc.”

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission F

Three Months Ended March 31,

Exhibit 99.1 FIRST QUARTER 2025 EARNINGS RELEASE May 8, 2025 NEXSTAR MEDIA GROUP REPORTS FIRST QUARTER NET REVENUE OF $1.23 BILLION Q1 Net Revenue Drives Net Income of $97 Million, Adjusted EBITDA of $381 Million, Net Cash Provided by Operating Activities of $337 Million and Adjusted Free Cash Flow of $348 Million Record First Quarter Distribution Revenue Quarterly Return of Capital to Shareholder

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 (May 2, 2025) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation)

EX-99.1

Exhibit 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.86 PER SHARE IRVING, Texas (May 5, 2025) – Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $1.86 per share of its common stock. The dividend is payable on Monday, June 2, 2025, to shareholders of record on Monday, May 19, 2025. While the Company intends

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

PROXY SUMMARY Annual Meeting Information For details on attending the Annual Meeting, proxy materials and voting, refer to section below titled “General Information.” Proposals and Voting Recommendations Stockholders will be asked to vote on the f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 (March 21, 2025) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorpor

Nexstar Media Group, Inc. Insider Trading and Anti-Hedging/Pledging Policy.*

Exhibit 19.1 Insider Trading and Anti-Hedging/Pledging Policy Effective as of January 28, 2025 This Insider Trading and Anti-Hedging/Pledging Policy (this “Policy”) describes the standards of Nexstar Media Group, Inc. and its subsidiaries (“Nexstar” or the “Company”) related to transactions involving Nexstar securities conducted by its employees and directors while in possession of material nonpub

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number: 000-50478 NEXSTAR MEDIA GROUP, IN

Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934.*

Exhibit 4.8 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of February 27, 2025, Nexstar Media Group, Inc. (the “Company,” “Nexstar,” “we,” “us” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Common Stock (as defined below). DESCRIPTION OF CAPITAL STOC

Three Months Ended December 31,

Exhibit 99.1 FOURTH QUARTER 2024 EARNINGS RELEASE February 27, 2025 NEXSTAR MEDIA GROUP REPORTS RECORD FOURTH QUARTER NET REVENUE OF $1.49 BILLION Q4 Net Revenue Drives Net Income of $229 Million, Adjusted EBITDA of $628 Million, Net Cash Provided by Operating Activities of $411 Million and Adjusted Free Cash Flow of $411 Million Reduced Year-over-Year Losses at The CW by $7 Million in the Quarter

Subsidiaries of the Registrant.*

EXHIBIT 21.1 Significant Subsidiaries of the Registrant As of December 31, 2024 Name of Subsidiary State of Incorporation Nexstar Media Inc. Delaware Tribune Media Company Delaware Tribune Broadcasting Company II, LLC Delaware Tribune Real Estate Holdings, LLC Delaware The CW Network, LLC Delaware

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commis

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2025 (January 28, 2025) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Inco

NEXSTAR MEDIA GROUP RAISES QUARTERLY CASH DIVIDEND BY 10% TO $1.86 PER SHARE Dividend Represents a 4.7% Annualized Yield Based on the Closing Stock Price on January 28, 2025 Increase Marks Twelfth Consecutive Annual Cash Dividend Increase

Exhibit 99.1 NEXSTAR MEDIA GROUP RAISES QUARTERLY CASH DIVIDEND BY 10% TO $1.86 PER SHARE Dividend Represents a 4.7% Annualized Yield Based on the Closing Stock Price on January 28, 2025 Increase Marks Twelfth Consecutive Annual Cash Dividend Increase IRVING, Texas (January 29, 2025) – Nexstar Media Group, Inc. (Nasdaq: NXST) announced today that its Board of Directors approved a 10% increase to i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commiss

Three Months Ended September 30,

Exhibit 99.1 THIRD QUARTER 2024 EARNINGS RELEASE November 7, 2024 NEXSTAR MEDIA GROUP REPORTS RECORD THIRD QUARTER NET REVENUE OF $1.37 BILLION Q3 Net Revenue Drives Net Income of $180 Million, Adjusted EBITDA(1) of $510 Million, Net Cash Provided by Operating Activities of $387 Million and Adjusted Free Cash Flow(1) of $327 Million All-Time High Third Quarter Distribution Revenue Reduced Year-ove

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2024 (October 31, 2024) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Inco

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.69 PER SHARE

EXHIBIT 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.69 PER SHARE IRVING, Texas (November 1, 2024) – Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $1.69 per share of its common stock. The dividend is payable on Friday, November 29, 2024, to shareholders of record on Friday, November 15, 2024. While the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 (September 30, 2024) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Inc

VIA EDGAR

September 17, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

SECOND QUARTER 2024 EARNINGS RELEASE Company and Business Highlights Successfully expanded NewsNation to a 24/7 cable news network on June 1. According to Nielsen, NewsNation’s total viewership in primetime is up over 200% since its launch in March 2

Exhibit 99.1 SECOND QUARTER 2024 EARNINGS RELEASE August 8, 2024 NEXSTAR MEDIA GROUP REPORTS RECORD SECOND QUARTER NET REVENUE OF $1.27 BILLION Q2 Net Revenue Drives Net Income of $106 Million, Adjusted EBITDA of $398 Million and Adjusted Free Cash Flow of $78 Million All-Time High Second Quarter Distribution Revenue Reduced Year-over-Year Quarterly Losses at The CW by $33 Million Quarterly Return

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 (July 25, 2024) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporat

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.69 PER SHARE, ANNOUNCES NEW $1.5 BILLION SHARE REPURCHASE AUTHORIZATION

EXHIBIT 99.2 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.69 PER SHARE, ANNOUNCES NEW $1.5 BILLION SHARE REPURCHASE AUTHORIZATION IRVING, Texas (July 26, 2024) – Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $1.69 per share of its common stock. The dividend is payable on Friday, August 23, 2024, to sharehold

Nexstar Media Group Appoints Ellen Johnson to Board of Directors Chief Financial Officer at IPG Brings Extensive Financial and Advertising Industry Expertise to the Board

EX-99.1 2 nxst-ex991.htm EX-99.1 EXHIBIT 99.1 Nexstar Media Group Appoints Ellen Johnson to Board of Directors Chief Financial Officer at IPG Brings Extensive Financial and Advertising Industry Expertise to the Board IRVING, Texas (July 30, 2024) – Nexstar Media Group, Inc. (NASDAQ: NXST) today announced the appointment of Ellen Johnson to its Board of Directors effective October 1, 2024. Ms. John

VIA EDGAR

July 15, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 (June 18, 2024) Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

VIA EDGAR

June 5, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission F

Executive Employment Agreement, effective as of November 30, 2022, between Michael Strober and Nexstar Media Inc.*

EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of 11/30/22 by and between Michael Strober, an individual resident of New York (“Executive”), and Nexstar Media Inc., a Delaware corporation (the “Company”). The Company desires to retain the services of Executive as Executive Vice President & Chief Revenue Officer of the Company,

FIRST QUARTER 2024 EARNINGS RELEASE May 9, 2024 Q1 Net Revenue Drives Net Income of $167 Million, Adjusted EBITDA of $542 Million and Adjusted Free Cash Flow of $403 Million All-Time High Quarterly Distribution Revenue Reduced Year-over-Year Quarterl

Exhibit 99.1 FIRST QUARTER 2024 EARNINGS RELEASE May 9, 2024 Q1 Net Revenue Drives Net Income of $167 Million, Adjusted EBITDA of $542 Million and Adjusted Free Cash Flow of $403 Million All-Time High Quarterly Distribution Revenue Reduced Year-over-Year Quarterly Losses at The CW by $50 Million Quarterly Return of Capital to Shareholders of $168 Million, Reducing Shares Outstanding by 1.7% “Nexst

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.69 PER SHARE

EXHIBIT 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.69 PER SHARE IRVING, Texas (April 26, 2024) – Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $1.69 per share of its common stock. The dividend is payable on Friday, May 24, 2024, to shareholders of record on Friday, May 10, 2024. While the Company inte

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 (April 25, 2024) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorpor

VIA EDGAR

April 12, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.

NXST / Nexstar Media Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0032-nexstarmediagroupinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Nexstar Media Group Inc Title of Class of Securities: Common Stock CUSIP Number: 65336K103 Date of Event Which Requires Filing of this Statement: March 28, 2024 Check the appropriate box to de

NXST / Nexstar Media Group, Inc. / SOOK PERRY A - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* NEXSTAR MEDIA GROUP, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 65336K103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to Which thi

Subsidiaries of the Registrant.*

EXHIBIT 21.1 Significant Subsidiaries of the Registrant As of December 31, 2023 Name of Subsidiary State of Incorporation Nexstar Media Inc. Delaware Tribune Media Company Delaware Tribune Broadcasting Company II, LLC Delaware Tribune Real Estate Holdings, LLC Delaware The CW Network, LLC Delaware

Clawback Policy, Nexstar Media Group, Inc.*

EXHIBIT 97.1 CLAWBACK POLICY NEXSTAR MEDIA GROUP, INC. PURPOSE Nexstar Media Group, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number: 000-50478 NEXSTAR MEDIA GROUP, IN

Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934.*

Exhibit 4.8 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of February 27, 2024, Nexstar Media Group, Inc. (the “Company,” “Nexstar,” “we,” “us” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Common Stock (as defined below). DESCRIPTION OF CAPITAL STOC

NEXSTAR MEDIA GROUP REPORTS FOURTH QUARTER NET REVENUE OF $1.3 BILLION Q4 Consolidated Net Revenue Drives Operating Income of $230 Million, Net Income of $100 Million, Consolidated Adjusted EBITDA of $411 Million and Attributable Free Cash Flow of $2

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS FOURTH QUARTER NET REVENUE OF $1.3 BILLION Q4 Consolidated Net Revenue Drives Operating Income of $230 Million, Net Income of $100 Million, Consolidated Adjusted EBITDA of $411 Million and Attributable Free Cash Flow of $265 Million Quarterly and Full Year Return of Capital to Shareholders of $137 Million and $796 Million, Respectively, Reduced Shares Outst

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commis

NXST / Nexstar Media Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01549-nexstarmediagroupinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Nexstar Media Group Inc Title of Class of Securities: Common Stock CUSIP Number: 65336K103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to

NEXSTAR MEDIA GROUP RAISES QUARTERLY CASH DIVIDEND BY 25% TO $1.69 PER SHARE Dividend Represents a 3.8% Annualized Yield Based on the Closing Stock Price on January 25, 2024 Increase Marks Eleventh Consecutive Annual Cash Dividend Increase

Exhibit 99.1 NEXSTAR MEDIA GROUP RAISES QUARTERLY CASH DIVIDEND BY 25% TO $1.69 PER SHARE Dividend Represents a 3.8% Annualized Yield Based on the Closing Stock Price on January 25, 2024 Increase Marks Eleventh Consecutive Annual Cash Dividend Increase IRVING, Texas (January 26, 2024) – Nexstar Media Group, Inc. (Nasdaq: NXST) announced today that its Board of Directors approved a 25% increase to

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2024 (January 25, 2024) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 (January 16, 2024) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Inco

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 (December 18, 2023) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of In

Amendment to Executive Employment Agreement, effective January 1, 2024, by and between Lee Ann Gliha and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478/231502162) filed by Nexstar Media Group, Inc. on December 20, 2023.

EXHIBIT 10.1 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT That certain Executive Employment Agreement dated July 26, 2021, by and between Lee Ann Gliha, (“Executive”) and Nexstar Media Group, Inc. (the “Company”) is hereby amended effective January 1, 2024, as follows: 1. Paragraph 1 is amended to read as follows: “1. Position and Duties. Subject to the terms and conditions of this Agreement, durin

Amended and Restated Executive Employment Agreement, effective as of September 19, 2023 between Sean Compton and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (File No. 000-50478) filed by Nexstar Media Group, Inc.).

EXHIBIT 10.3 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made to be effective as of September 19, 2023 (the “Effective Date”) by and between Sean Compton, an individual resident of Pennsylvania (“Executive”), and Nexstar Media Group, Inc., a Delaware corporation (the “Company”). WHEREAS, Executive and the Company are parties to that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

NEXSTAR MEDIA GROUP REPORTS THIRD QUARTER NET REVENUE OF $1.13 BILLION Q3 Consolidated Net Revenue Drives Operating Income of $94 Million, Net Income of $8 Million, Consolidated Adjusted EBITDA of $236 Million and Attributable Free Cash Flow of $100

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS THIRD QUARTER NET REVENUE OF $1.13 BILLION Q3 Consolidated Net Revenue Drives Operating Income of $94 Million, Net Income of $8 Million, Consolidated Adjusted EBITDA of $236 Million and Attributable Free Cash Flow of $100 Million Quarterly and Nine Month Return of Capital to Shareholders of $246 Million and $659 Million, Respectively Reduced Shares Outstand

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2023 (October 26, 2023) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Inco

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.35 PER SHARE

EXHIBIT 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.35 PER SHARE IRVING, Texas (October 27, 2023) – Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $1.35 per share of its common stock. The dividend is payable on Monday, November 27, 2023, to shareholders of record on Friday, November 10, 2023. While the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Amendment No. 6 dated as of June 6, 2023, to Credit Agreement, dated as of January 17, 2017, by and among Nexstar Media Inc. (f/k/a Nexstar Broadcasting, Inc.), Nexstar Media Group, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No. 000-50478) filed by Nexstar Media Group, Inc.).

EXHIBIT 10.1 Execution Version AMENDMENT NO. 6 TO CREDIT AGREEMENT AMENDMENT NO. 6 TO CREDIT AGREEMENT, dated as of June 6, 2023 (this “Amendment”), by and among NEXSTAR MEDIA INC., a Delaware corporation (the “Borrower”), NEXSTAR MEDIA GROUP, INC., a Delaware corporation (“Nexstar Media”), each of the other Loan Parties listed on the signature pages hereto and BANK OF AMERICA, N.A., as administra

Subsidiaries of the Registrant.*

EXHIBIT 21.1 Significant Subsidiaries of the Registrant As of June 30, 2023 Name of Subsidiary State of Incorporation Nexstar Media Inc. Delaware Tribune Media Company Delaware Tribune Broadcasting Company II, LLC Delaware Tribune Real Estate Holdings, LLC Delaware The CW Network, LLC Delaware

NEXSTAR MEDIA GROUP REPORTS SECOND QUARTER NET REVENUE OF $1.24 BILLION Q2 Consolidated Net Revenue Drives Operating Income of $179 Million, Net Income of $75 Million, Consolidated Adjusted EBITDA of $331 Million and Attributable Free Cash Flow of $1

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS SECOND QUARTER NET REVENUE OF $1.24 BILLION Q2 Consolidated Net Revenue Drives Operating Income of $179 Million, Net Income of $75 Million, Consolidated Adjusted EBITDA of $331 Million and Attributable Free Cash Flow of $100 Million Quarterly and Six Month Return of Capital to Shareholders of $189 Million and $414 Million, Respectively IRVING, Texas – Augus

Financial Statements and Exhibits, Results of Operations and Financial Condition

6y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commis

Amendment No. 7 dated as of June 6, 2023, to Credit Agreement, dated as of January 17, 2017, by among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No. 000-50478) filed by Nexstar Media Group, Inc.).

EXHIBIT 10.2 Execution Version AMENDMENT NO. 7 TO CREDIT AGREEMENT AMENDMENT NO. 7 TO CREDIT AGREEMENT, dated as of June 6, 2023 (this “Amendment”), by and among MISSION BROADCASTING, INC., a Delaware corporation (the “Borrower”), each other Loan Party and each Mission Equity Holder party hereto and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”). RECITALS: WHEREAS, ref

NEXSTAR NAMES MEDIA INDUSTRY EXECUTIVE MICHAEL BIARD AS PRESIDENT AND CHIEF OPERATING OFFICER Former Fox Corporation Television Distribution and Operations Leader Will Assume New Role on August 21, 2023 Thomas Carter to Continue as Senior Advisor Thr

EXHIBIT 99.1 NEXSTAR NAMES MEDIA INDUSTRY EXECUTIVE MICHAEL BIARD AS PRESIDENT AND CHIEF OPERATING OFFICER Former Fox Corporation Television Distribution and Operations Leader Will Assume New Role on August 21, 2023 Thomas Carter to Continue as Senior Advisor Through End of Year IRVING, TX (JULY 25, 2023)—Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or the “Company”), today announced the ap

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 (July 26, 2023) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporat

Executive Employment Agreement, effective as of August 21, 2023, between Michael Biard and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478/231119544) filed by Nexstar Media Group, Inc. on July 28, 2023.

EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made to be effective as of August 21, 2023 (the “Effective Date”) by and between Michael Biard, an individual resident of California (“Executive”), and Nexstar Media Group, Inc., a Delaware corporation (the “Company”). WHEREAS, the Company desires to retain the services of Executive as President &

NEXSTAR MEDIA GROUP APPOINTS TONY WELLS TO BOARD OF DIRECTORS Former Chief Media Officer at Verizon and Chief Brand Officer at USAA Brings Extensive National and Local Advertising and Strategic Marketing Expertise to Board

EXHIBIT 99.2 NEXSTAR MEDIA GROUP APPOINTS TONY WELLS TO BOARD OF DIRECTORS Former Chief Media Officer at Verizon and Chief Brand Officer at USAA Brings Extensive National and Local Advertising and Strategic Marketing Expertise to Board IRVING, Texas (July 26, 2023) – Nexstar Media Group, Inc. (NASDAQ: NXST) announced the appointment of Tony Wells, 59, to its Board of Directors effective today, Jul

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.35 PER SHARE

EXHIBIT 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.35 PER SHARE IRVING, Texas (July 27, 2023) – Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $1.35 per share of its common stock. The dividend is payable on Thursday, August 24, 2023, to shareholders of record on Thursday, August 10, 2023. While the Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2023 (July 24, 2023) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 (July 11, 2023) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporat

Amendment to Executive Employment Agreement, effective as of September 19, 2023, between Sean Compton and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478/231092012) filed by Nexstar Media Group, Inc. on July 17, 2023.

EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made to be effective as of September 19, 2023 (the “Effective Date”) by and between Sean Compton, an individual resident of Pennsylvania (“Executive”), and Nexstar Media Group, Inc., a Delaware corporation (the “Company”). WHEREAS, Executive and the Company are parties to that certain Executive Emp

NEXSTAR MEDIA GROUP ENTERS INTO MULTI-YEAR EMPLOYMENT AGREEMENT EXTENSIONS with SEAN COMPTON, President, Networks, AND DANA ZIMMER, President, Distribution AND STRATEGY Executives Oversee Key Nexstar Growth Drivers

EXHIBIT 99.1 NEXSTAR MEDIA GROUP ENTERS INTO MULTI-YEAR EMPLOYMENT AGREEMENT EXTENSIONS with SEAN COMPTON, President, Networks, AND DANA ZIMMER, President, Distribution AND STRATEGY Executives Oversee Key Nexstar Growth Drivers IRVING, Texas (July 17, 2023) – Nexstar Media Group, Inc. (the “Company”) (Nasdaq: NXST), announced today that it extended the employment agreements of Sean Compton, Presid

Amendment to Executive Employment Agreement, effective as of September 19, 2023, between Dana Zimmer and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 000-50478/231092012) filed by Nexstar Media Group, Inc. on July 17, 2023.

EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made to be effective as of September 19, 2023 (the “Effective Date”) by and between Dana Zimmer, an individual resident of Pennsylvania (“Executive”), and Nexstar Media Group, Inc., a Delaware corporation (the “Company”). WHEREAS, Executive and the Company are parties to that certain Executive Empl

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission

Certificate of Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on June 21, 2023).

CERTIFICATE OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEXSTAR MEDIA GROUP, INC.

NEXSTAR MEDIA GROUP ANNOUNCES SHAREHOLDER APPROVAL TO DECLASSIFY THE BOARD OF DIRECTORS

EXHIBIT 99.1 NEXSTAR MEDIA GROUP ANNOUNCES SHAREHOLDER APPROVAL TO DECLASSIFY THE BOARD OF DIRECTORS IRVING, TX (June 16, 2023) – Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or “the Company”) announced that at its 2023 Annual Shareholders’ Meeting yesterday shareholders voted to: • amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (i) declassify the C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 Nexstar Media Group

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION)

letterp1.htm - Generated by SEC Publisher for SEC Filing SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION (VOLUNTARY SUBMISSION) NAME OF REGISTRANT: Nexstar Media Group, Inc. NAME OF PERSON RELYING ON EXEMPTION: National Association of Broadcast Employees and Technicians – Communications Workers of America ADDRESS OF PERSON RELYING ON EXEMPTION: 501 Third Stree

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

NEXSTAR MEDIA GROUP REPORTS RECORD FIRST QUARTER NET REVENUE OF $1.26 BILLION Q1 Consolidated Net Revenue Drives Operating Income of $204 Million, Net Income of $88 Million, Consolidated Adjusted EBITDA of $491 Million and Attributable Free Cash Flow

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS RECORD FIRST QUARTER NET REVENUE OF $1.26 BILLION Q1 Consolidated Net Revenue Drives Operating Income of $204 Million, Net Income of $88 Million, Consolidated Adjusted EBITDA of $491 Million and Attributable Free Cash Flow of $383 Million Returned $225 Million to Shareholders in Q1 IRVING, Texas – May 9, 2023 – Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 NEXSTAR MEDIA GROUP,

6y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 (April 27, 2023) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorpor

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.35 PER SHARE

Exhibit 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.35 PER SHARE IRVING, Texas (April 28, 2023) – Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $1.35 per share of its common stock. The dividend is payable on Friday, May 26, 2023, to shareholders of record on Friday, May 12, 2023. While the Company inte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Subsidiaries of the Registrant.*

Exhibit 21.1 List of Subsidiaries Subsidiary State of Incorporation Nexstar Media Inc. Delaware Tribune Media Company Delaware NES II, Inc. Virginia LIN Television of Texas, Inc. Delaware Community Television Services, Inc. Delaware Sutro Tower, Inc. California YBDT/Coronet Communications, JV Iowa Capital Region Broadcasters, LLC New York Vaughan Television Management, LLC Delaware Tampa Tower Gen

Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934.*

EX-4 2 nxst-ex48.htm EX-4.8 Exhibit 4.8 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of February 27, 2023, Nexstar Media Group, Inc. (the “Company,” “Nexstar,” “we,” “us” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Common Stock (as defined below).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number: 000-50478 NEXSTAR MEDIA GROUP, IN

NEXSTAR MEDIA GROUP REPORTS RECORD FOURTH QUARTER NET REVENUE OF $1.49 BILLION AND FISCAL YEAR 2022 NET REVENUE OF $5.21 BILLION Q4 Consolidated Net Revenue Drives Operating Income of $294.0 Million, Net Income of $178.1 Million, Consolidated Adjuste

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS RECORD FOURTH QUARTER NET REVENUE OF $1.49 BILLION AND FISCAL YEAR 2022 NET REVENUE OF $5.21 BILLION Q4 Consolidated Net Revenue Drives Operating Income of $294.0 Million, Net Income of $178.1 Million, Consolidated Adjusted EBITDA of $598.2 Million and Attributable Free Cash Flow of $422.1 Million Excluding The CW Network, LLC Q4 Adjusted EBITDA of $661.8 M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 NEXSTAR MEDIA G

6y UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Com

NXST / Nexstar Broadcasting Group, Inc. / Neuberger Berman Group LLC - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* Nexstar Media Group Inc (Name of Issuer) Common (Title of Class of Securities) 65336K103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

NXST / Nexstar Broadcasting Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01517-nexstarmediagroupinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Nexstar Media Group Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 65336K103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropria

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 (January 26, 2023) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Inco

Second Amended and Restated Bylaws of Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on January 30, 2023).

EXHIBIT 3.1 SECOND AMENDED AND RESTATED BYLAWS OF NEXSTAR MEDIA GROUP, INC. (Adopted as of January 26, 2023) Article I Offices Section 1.01 Registered Office. The registered office of Nexstar Media Group, Inc. (hereinafter the “Corporation”) in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the resident agent in charge thereof shall be Corporation Service Compa

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 (January 26, 2023) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Inco

NEXSTAR MEDIA GROUP RAISES QUARTERLY CASH DIVIDEND BY 50% TO $1.35 PER SHARE Dividend Represents a 2.8% Annualized Yield Based on the Closing Stock Price on January 26, 2023 Increase Marks Tenth Consecutive Annual Cash Dividend Increase

Exhibit 99.1 NEXSTAR MEDIA GROUP RAISES QUARTERLY CASH DIVIDEND BY 50% TO $1.35 PER SHARE Dividend Represents a 2.8% Annualized Yield Based on the Closing Stock Price on January 26, 2023 Increase Marks Tenth Consecutive Annual Cash Dividend Increase IRVING, Texas (January 27, 2023) – Nexstar Media Group, Inc. (Nasdaq: NXST) announced today that its Board of Directors approved a 50% increase to its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commiss

NEXSTAR MEDIA GROUP REPORTS RECORD THIRD QUARTER NET REVENUE OF $1.27 BILLION Net Revenue Drives Record Q3 Operating Income of $355.3 Million, Net Income of $287.5 Million, Adjusted EBITDA of $488.8 Million and Free Cash Flow of $293.6 Million All-Ti

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS RECORD THIRD QUARTER NET REVENUE OF $1.27 BILLION Net Revenue Drives Record Q3 Operating Income of $355.3 Million, Net Income of $287.5 Million, Adjusted EBITDA of $488.8 Million and Free Cash Flow of $293.6 Million All-Time High Third Quarter and Nine Month Return of Capital to Shareholders of $250.1 Million and $729.6 Million, Respectively IRVING, Texas ?

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.90 PER SHARE

Exhibit 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.90 PER SHARE IRVING, Texas (October 28, 2022) ? Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $0.90 per share of its common stock. The dividend is payable on Monday, November 28, 2022, to shareholders of record on Monday, November 14, 2022. While the

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 (October 27, 2022) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Inco

NEXSTAR MEDIA CLOSES ACQUISITION OF THE CW NETWORK TELEVISION INDUSTRY LEADER AND technology AND media investor, DENNIS MILLER, NAMED PRESIDENT MARK PEDOWITZ TO EXIT AS CHAIRMAN/CEO AFTER 11-YEAR TENURE

EXHIBIT 99.1 NEXSTAR MEDIA CLOSES ACQUISITION OF THE CW NETWORK TELEVISION INDUSTRY LEADER AND technology AND media investor, DENNIS MILLER, NAMED PRESIDENT MARK PEDOWITZ TO EXIT AS CHAIRMAN/CEO AFTER 11-YEAR TENURE IRVING, TX and LOS ANGELES, CA (October 3, 2022) ? Nexstar Media Group, Inc. (NASDAQ: NXST, ?Nexstar?) announced today that it has closed its previously announced acquisition of a 75%

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2022 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commissi

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commissi

NEXSTAR MEDIA GROUP TO ACQUIRE THE CW NETWORK Transaction Expected to Improve Ratings, Revenue and Profit Opportunities for The CW and its Affiliates Warner Bros. Discovery and Paramount Global to Retain Minority Stake and Produce Original, Scripted

EXHIBIT 99.1 NEXSTAR MEDIA GROUP TO ACQUIRE THE CW NETWORK Transaction Expected to Improve Ratings, Revenue and Profit Opportunities for The CW and its Affiliates Warner Bros. Discovery and Paramount Global to Retain Minority Stake and Produce Original, Scripted Content for The CW IRVING, TX (August 15, 2022) ? Nexstar Media Group, Inc. (Nasdaq: NXST) (?Nexstar?) (the ?Company?) announced today th

Amendment No. 5, dated as of June 21, 2022, to Credit Agreement, dated as of January 17, 2017, by and among Nexstar Media Inc. (f/k/a Nexstar Broadcasting, Inc.), Nexstar Media Group, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 000-50478) filed by Nexstar Media Group, Inc.).

Exhibit 10.1 Execution Version AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of June 21, 2022 (this ?Amendment?), by and among NEXSTAR MEDIA INC., a Delaware corporation (the ?Borrower?), NEXSTAR MEDIA GROUP, INC., a Delaware corporation (?Nexstar Media?), each of the other Loan Parties listed on the signature pages hereto, BANK OF AMERICA, N.A., as administrati

Amendment No. 6, dated as of June 21, 2022, to Credit Agreement, dated as of January 17, 2017, by among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 000-50478) filed by Nexstar Media Group, Inc.).

Exhibit 10.2 Execution Version AMENDMENT NO. 6 TO CREDIT AGREEMENT AMENDMENT NO. 6 TO CREDIT AGREEMENT, dated as of June 21, 2022 (this ?Amendment?), by and among MISSION BROADCASTING, INC., a Delaware corporation (the ?Borrower?), each other Loan Party and each Mission Equity Holder party hereto, BANK OF AMERICA, N.A., as administrative agent (the ?Administrative Agent?), each of the Revolving Cr

Conformed Copy of Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc., as amended through August 5, 2022.*

EXHIBIT 3.1 CONFORMED COPY TO REFLECT AMENDMENTS MADE THROUGH AUGUST 5, 2022 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEXSTAR MEDIA GROUP, INC. Article I The name of the corporation is Nexstar Media Group, Inc. (hereinafter called the ?Corporation?). Article II The address of the Corporation?s registered office is located at 2711 Centerville Road, Suite 400, in the City of Wilmington,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commissio

NEXSTAR MEDIA GROUP EXTENDS EMPLOYMENT AGREEMENT OF CHIEF EXECUTIVE OFFICER, PERRY A. SOOK, THROUGH MARCH 2026 Sook-led Nexstar Has Delivered Total Shareholder Returns of Over 1,800% Over the Last Ten Years

EX-99.1 3 nxst-ex991.htm EX-99.1 EXHIBIT 99.1 NEXSTAR MEDIA GROUP EXTENDS EMPLOYMENT AGREEMENT OF CHIEF EXECUTIVE OFFICER, PERRY A. SOOK, THROUGH MARCH 2026 Sook-led Nexstar Has Delivered Total Shareholder Returns of Over 1,800% Over the Last Ten Years IRVING, Texas (August 1, 2022) – Nexstar Media Group, Inc. (the “Company”) (Nasdaq: NXST), announced today that its Board of Directors has extended

NEXSTAR MEDIA GROUP REPORTS RECORD SECOND QUARTER NET REVENUE OF $1.25 BILLION Net Revenue Drives Record Q2 Operating Income of $333.4 Million, Net Income of $226.5 Million, Adjusted EBITDA of $486.3 Million and Free Cash Flow of $219.0 Million All-T

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS RECORD SECOND QUARTER NET REVENUE OF $1.25 BILLION Net Revenue Drives Record Q2 Operating Income of $333.4 Million, Net Income of $226.5 Million, Adjusted EBITDA of $486.3 Million and Free Cash Flow of $219.0 Million All-Time High Quarterly and Six Month Return of Capital to Shareholders of $284.3 Million and $479.5 Million, Respectively IRVING, Texas ? Aug

Amendment to Executive Employment Agreement, dated as of August 1, 2022 between Perry A. Sook and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on August 4, 2022.

EXHIBIT 10.1 AMENDMENT TO AMENDED EXECUTIVE EMPLOYMENT AGREEMENT This Amendment to Amended Executive Employment Agreement (?Amendment?) is made as of August 1, 2022 (the ?Execution Date?) by and between Perry A. Sook (?Sook?) and Nexstar Media Group, Inc. (the ?Company?). WHEREAS, Sook and the Company are parties to that certain Amended Executive Employment Agreement dated as of January 15, 2019 (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commissio

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND, ANNOUNCES NEW $1.5 BILLION SHARE REPURCHASE AUTHORIZATION AND PLAN TO DECLASSIFY BOARD OF DIRECTORS

EXHIBIT 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND, ANNOUNCES NEW $1.5 BILLION SHARE REPURCHASE AUTHORIZATION AND PLAN TO DECLASSIFY BOARD OF DIRECTORS IRVING, Texas (July 28, 2022) ? Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $0.90 per share of its common stock. The dividend is payable on Thursday, Augu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2022 (July 27, 2022) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporat

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2022 (July 27, 2022) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporat

Certificate of Amendment No. 2 to Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on June 28, 2022).

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT NO. 2 TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEXSTAR MEDIA GROUP, INC. June 27, 2022 * * * * * Adopted in accordance with the provisions of ?242 of the General Corporation Law of the State of Delaware * * * * * Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the ?DGCL?), the undersigned, being an authorized offi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2022 (June 27, 2022) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporat

NEXSTAR MEDIA GROUP REFINANCES SENIOR SECURED TERM LOANS AND REVOLVING CREDIT FACILITIES Refinancing Reduces Annual Interest Expense and Extends Maturities

EXHIBIT 99.1 NEXSTAR MEDIA GROUP REFINANCES SENIOR SECURED TERM LOANS AND REVOLVING CREDIT FACILITIES Refinancing Reduces Annual Interest Expense and Extends Maturities IRVING, TX (June 21, 2022) ? Nexstar Media Group, Inc. (Nasdaq: NXST) (the ?Company?) announced today that Nexstar Media Inc. (?Nexstar?), a wholly-owned subsidiary, has closed a new five-year term loan A facility in an aggregate p

Credit Agreement, dated as of January 17, 2017, by and among Nexstar Media Inc. (f/k/a Nexstar Broadcasting, Inc.), Nexstar Media Group, Inc., Bank of America, N.A. and the several lenders party thereto, as amended by that Amendment No. 5, dated as of June 21, 2022.

EXHIBIT 10.1 Execution Version AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of June 21, 2022 (this ?Amendment?), by and among NEXSTAR MEDIA INC., a Delaware corporation (the ?Borrower?), NEXSTAR MEDIA GROUP, INC., a Delaware corporation (?Nexstar Media?), each of the other Loan Parties listed on the signature pages hereto, BANK OF AMERICA, N.A., as administrati

Credit Agreement, dated as of January 17, 2017, by among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto, as amended by the Amendment No. 6, dated June 21, 2022.

EXHIBIT 10.2 Execution Version AMENDMENT NO. 6 TO CREDIT AGREEMENT AMENDMENT NO. 6 TO CREDIT AGREEMENT, dated as of June 21, 2022 (this ?Amendment?), by and among MISSION BROADCASTING, INC., a Delaware corporation (the ?Borrower?), each other Loan Party and each Mission Equity Holder party hereto, BANK OF AMERICA, N.A., as administrative agent (the ?Administrative Agent?), each of the Revolving Cr

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission

NEXSTAR MEDIA GROUP ANNOUNCES SHAREHOLDER APPROVAL TO ELIMINATE CLASS B AND CLASS C SHARE CLASSES

EXHIBIT 99.1 NEXSTAR MEDIA GROUP ANNOUNCES SHAREHOLDER APPROVAL TO ELIMINATE CLASS B AND CLASS C SHARE CLASSES IRVING, TX (June 13, 2022) ? Nexstar Media Group, Inc. (NASDAQ: NXST) today announced that at its 2022 Annual Shareholders? Meeting (the "Meeting"), shareholders voted in favor of all proposals recommended by the Board of Directors, including the amendment of the Company?s Amended and Res

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission

NEXSTAR MEDIA GROUP REPORTS RECORD FIRST QUARTER NET REVENUE OF $1.21 BILLION Net Revenue Drives Q1 Operating Income of $329.4 Million, Net Income of $251.4 Million, Adjusted EBITDA of $642.7 Million and Free Cash Flow of $560.4 Million Returned $195

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS RECORD FIRST QUARTER NET REVENUE OF $1.21 BILLION Net Revenue Drives Q1 Operating Income of $329.4 Million, Net Income of $251.4 Million, Adjusted EBITDA of $642.7 Million and Free Cash Flow of $560.4 Million Returned $195.2 Million to Shareholders in the First Quarter in the Form of Share Repurchases and Dividends IRVING, Texas ? May 10, 2022 ? Nexstar Med

Executive Employment Agreement, dated June 1, 2021 between Andrew Alford and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No. 000-50478) filed by Nexstar Media Group, Inc.).

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is made effective as of June 1, 2021, by and between P. Andrew Alford, an individual resident of Florida (?Executive?), and Nexstar Media Inc., a Delaware corporation (the ?Company?). The Company desires to retain the services of Executive as Executive Vice President of the Company and President - Bro

Executive Employment Agreement, dated August 26, 2019 between Sean Compton and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No. 000-50478) filed by Nexstar Media Group, Inc.).

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is made as of August 26, 2019 by and between Sean Compton (?Executive?), and Nexstar Media Group, Inc., a Delaware corporation (the ?Company?). The Company desires to retain the services of Executive as Executive Vice President ? WGNA/WGN Radio & Director of Content Acquisition, and Executive desires

Amendment to Executive Employment Agreement, dated November 1, 2020 between Sean Compton and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No. 000-50478) filed by Nexstar Media Group, Inc.).

Exhibit 10.3 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT That certain Executive Employment Agreement dated August 26, 2019, by and between Sean Compton, (?Executive?) and Nexstar Media Group, Inc. (the ?Company?) is hereby amended effective November 1, 2020, as follows: 1. The preamble is amended to reflect that the Company desires to retain the services of Executive as Executive Vice President of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

May 4, 2022

Exhibit 99.1 May 4, 2022 American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, New York 11219 Attention: Relationship Management Re: Nexstar CVR True-Up Notice Ladies and Gentlemen: Reference is made to that certain Contingent Value Rights Agreement, dated as of January 13, 2017, between Nexstar Media Group, Inc. (f/k/a Nexstar Broadcasting Group, Inc.) (?Nexstar?) and American S

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 2022nxstdefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 (April 28, 2022) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorpor

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.90 PER SHARE

EXHIBIT 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.90 PER SHARE IRVING, Texas (April 29, 2022) ? Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $0.90 per share of its Class A common stock. The dividend is payable on Friday, May 27, 2022, to shareholders of record on Friday, May 13, 2022. While the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 nxst-def14a20220613.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Subsidiaries of the Registrant.*

Exhibit 21.1 List of Subsidiaries Nexstar Media Inc. Delaware NES II, Inc. Virginia LIN Television of Texas, Inc. Delaware Community Television Services, Inc. Delaware Sutro Tower, Inc. California YBDT/Coronet Communications, JV Iowa Capital Region Broadcasters, LLC New York Vaughan Television Management, LLC Delaware Tampa Tower General Partnership Florida Augusta Tower, LLC Delaware Sandia TV Co

Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934.*

Exhibit 4.8 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of February 25, 2022, Nexstar Media Group, Inc. (the ?Company,? ?we,? ?us? and ?our?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Class A common stock (as defined below). DESCRIPTION OF CAPITAL STOCK T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number: 000-50478 NEXSTAR MEDIA GROUP, IN

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2022 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commis

NEXSTAR MEDIA GROUP REPORTS FOURTH QUARTER NET REVENUE OF $1.25 BILLION Net Revenue Drives Q4 Operating Income of $325 Million, Net Income of $262 Million, Adjusted EBITDA of $496 Million and Free Cash Flow of $327 Million Returned $162 Million to Sh

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS FOURTH QUARTER NET REVENUE OF $1.25 BILLION Net Revenue Drives Q4 Operating Income of $325 Million, Net Income of $262 Million, Adjusted EBITDA of $496 Million and Free Cash Flow of $327 Million Returned $162 Million to Shareholders in the Fourth Quarter in the Form of Share Repurchases and Dividends Issues Pro Forma Average Annual Free Cash Flow Guidance f

NXST / Nexstar Broadcasting Group, Inc. / Neuberger Berman Group LLC - NONE Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* Nexstar Media Group Inc (Name of Issuer) Common (Title of Class of Securities) 65336K103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

NXST / Nexstar Broadcasting Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Nexstar Media Group Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 65336K103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definitive Proxy State

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2022 (January 27, 2022) NEXSTAR MEDIA GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Inco

NEXSTAR MEDIA GROUP RAISES QUARTERLY CASH DIVIDEND BY 29% Declares Quarterly Cash Dividend of $0.90 Per Share Increase Marks Ninth Consecutive Annual Cash Dividend Increase

EXHIBIT 99.1 NEXSTAR MEDIA GROUP RAISES QUARTERLY CASH DIVIDEND BY 29% Declares Quarterly Cash Dividend of $0.90 Per Share Increase Marks Ninth Consecutive Annual Cash Dividend Increase IRVING, Texas (January 28, 2022) ? Nexstar Media Group, Inc. (Nasdaq: NXST) announced today that its Board of Directors approved a 29% increase in the quarterly cash dividend to $0.90 per share of its Class A commo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

NEXSTAR MEDIA GROUP REPORTS RECORD THIRD QUARTER NET REVENUE OF $1,157.0 MILLION Net Revenue Drives Q3 Operating Income of $277.4 Million, Net Income of $169.2 Million, Adjusted EBITDA of $410.4 Million and Free Cash Flow of $251.7 Million Acquired D

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS RECORD THIRD QUARTER NET REVENUE OF $1,157.0 MILLION Net Revenue Drives Q3 Operating Income of $277.4 Million, Net Income of $169.2 Million, Adjusted EBITDA of $410.4 Million and Free Cash Flow of $251.7 Million Acquired Digital Media Political News Platform, The Hill; Launched New Multicast Network, Rewind TV, to 50 Million Homes; and, Expanded Original Pr

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commiss

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2021 (October 27, 2021) Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Inco

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.70 PER SHARE

EXHIBIT 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.70 PER SHARE Irving, TX ? October 28, 2021 ? Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $0.70 per share of its Class A common stock. The dividend is payable on Monday, November 29, 2021, to shareholders of record on Friday, November 12, 2021. While

NEXSTAR ACQUIRES THE HILL, A LEADING INDEPENDENT POLITICAL DIGITAL MEDIA PLATFORM, FOR $130 MILLION The Hill’s Unbiased Political News Platform Complements Nexstar’s Leading Local News Operations and National Cable News Network, NewsNation The Hill A

Exhibit 99.1 NEXSTAR ACQUIRES THE HILL, A LEADING INDEPENDENT POLITICAL DIGITAL MEDIA PLATFORM, FOR $130 MILLION The Hill?s Unbiased Political News Platform Complements Nexstar?s Leading Local News Operations and National Cable News Network, NewsNation The Hill Attracts More Unique Visitors Than Any Other Comparable Political News Website IRVING, TX (August 20, 2021) ? Nexstar Media Inc., a wholly

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2021 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Executive Employment Agreement, dated July 26, 2021 between Lee Ann Gliha and Nexstar Media Group, Inc.*

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is made effective as of July 26, 2021 by and between Lee Ann Gliha (?Executive?), and Nexstar Media Group, Inc., a Delaware corporation (the ?Company?). The Company desires to retain the services of Executive as Executive Vice President & Chief Financial Officer of the Company, and Executive desires t

NEXSTAR MEDIA GROUP REPORTS RECORD SECOND QUARTER NET REVENUE OF $1,131.6 MILLION Net Revenue Drives 2Q Operating Income of $288.3 Million, Net Income of $199.8 Million, Adjusted EBITDA of $418.8 Million and Free Cash Flow of $181.2 Million Returned

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS RECORD SECOND QUARTER NET REVENUE OF $1,131.6 MILLION Net Revenue Drives 2Q Operating Income of $288.3 Million, Net Income of $199.8 Million, Adjusted EBITDA of $418.8 Million and Free Cash Flow of $181.2 Million Returned $167.7 Million to Shareholders in the Second Quarter in the Form of Share Repurchases and Dividends Raises Pro-Forma Average Annual Free

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commissio

NEXSTAR MEDIA GROUP, INC. NAMES LEE ANN GLIHA EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Finance Leader with More than 20 Years of Experience in Media, Broadcasting and Entertainment Investment Banking Joins Company on August 9

Exhibit 99.1 NEXSTAR MEDIA GROUP, INC. NAMES LEE ANN GLIHA EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Finance Leader with More than 20 Years of Experience in Media, Broadcasting and Entertainment Investment Banking Joins Company on August 9 IRVING, TX (July 26, 2021)?Nexstar Media Group, Inc. (Nasdaq: NXST) today announced that Lee Ann Gliha has been named Executive Vice President and Ch

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2021 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.70 PER SHARE

EXHIBIT 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.70 PER SHARE Irving, TX ? July 29, 2021 ? Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $0.70 per share of its Class A common stock. The dividend is payable on Friday, August 27, 2021, to shareholders of record on Friday, August 13, 2021. While the Co

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 (July 28, 2021) Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporat

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2021 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission

NEXSTAR VARIABLE INTEREST ENTITY, MISSION BROADCASTING, CLOSES NEW $300 MILLION SENIOR SECURED TERM LOAN B FACILITY

EXHIBIT 99.1 NEXSTAR VARIABLE INTEREST ENTITY, MISSION BROADCASTING, CLOSES NEW $300 MILLION SENIOR SECURED TERM LOAN B FACILITY IRVING, TX (June 3, 2021) ? Nexstar Media Group, Inc. (Nasdaq: NXST) today announced that Mission Broadcasting, Inc. (?Mission?), a variable interest entity of wholly-owned subsidiary, Nexstar Media, Inc. (formerly known as Nexstar Inc. or Nexstar Broadcasting, Inc.) (?N

Amendment No. 4 to Credit Agreement, dated as of June 3, 2021, by and among Mission Broadcasting, Inc. and Bank of America, N.A. as administrative agent (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on June 4, 2021).

EXHIBIT 10.1 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of June 3, 2021 (this ?Amendment?), by and among MISSION BROADCASTING, INC., a Delaware corporation (the ?Borrower?), each Lender party hereto (each a ?Consenting Lender?) and BANK OF AMERICA, N.A., as administrative agent (the ?Administrative Agent?). RECITALS: WHEREAS, reference is he

Amendment No. 5 to Credit Agreement, dated as of June 3, 2021, by and among Mission Broadcasting, Inc. and Bank of America, N.A. as administrative agent (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on June 4, 2021).

EXHIBIT 10.2 Execution Version AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of June 3, 2021 (this ?Amendment?), by and among MISSION BROADCASTING, INC., a Delaware corporation (the ?Borrower?), each Loan Party and each Mission Equity Holder party hereto, BANK OF AMERICA, N.A., as administrative agent (the ?Administrative Agent?), and BANK OF AMERICA, N.A. as th

Executive Employment Agreement, dated as of September 5, 2019, between Dana Zimmer and Nexstar Media Group, Inc.*

EX-10.7 2 nxst-ex107131.htm EX-10.7 EXHIBIT 10.7 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of September 5, 2019 by and between Dana Zimmer (“Executive”), and Nexstar Media Group, Inc., a Delaware corporation (the “Company”). The Company desires to retain the services of Executive as Executive Vice President & Chief Distribution and Strategy Off

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2021 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission F

NEXSTAR MEDIA GROUP REPORTS RECORD FIRST QUARTER NET REVENUE OF $1,113.9 MILLION Net Revenue Drives 1Q Operating Income of $284.9 Million, Net Income of $199.2 Million, Adjusted EBITDA of $571.4 Million and Free Cash Flow of $483.5 Million Allocated

EX-99.1 2 nxst-ex9916.htm EX-99.1 Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS RECORD FIRST QUARTER NET REVENUE OF $1,113.9 MILLION Net Revenue Drives 1Q Operating Income of $284.9 Million, Net Income of $199.2 Million, Adjusted EBITDA of $571.4 Million and Free Cash Flow of $483.5 Million Allocated $75 Million Toward Leverage Reduction, Repurchased $121 Million of Class A Common Shares and Returned $

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.70 PER SHARE

EXHIBIT 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.70 PER SHARE Irving, TX ? April 29, 2021 ? Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $0.70 per share of its Class A common stock. The dividend is payable on Friday, May 28, 2021, to shareholders of record on Friday, May 14, 2021. While the Company

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2021 (April 28, 2021) Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorpor

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

Description of the Registrant's Securities registered under Section 12 of the Securities Exchange Act of 1934.*

Exhibit 4.8 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of February 23, 2021, Nexstar Media Group, Inc. (the ?Company,? ?we,? ?us? and ?our?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Class A Common Stock (as defined below). DESCRIPTION OF CAPITAL STOCK T

Subsidiaries of the Registrant.*

Exhibit 21.1 List of Subsidiaries Subsidiary State of Incorporation Nexstar Inc. Delaware NES II, Inc. Virginia LIN Television of Texas, Inc. Delaware Community Television Services, Inc. Delaware Sutro Tower, Inc. California YBDT/Coronet Communications, JV Iowa WNAC Management, LLC Delaware Capital Region Broadcasters, LLC New York Vaughan Television Management, LLC Delaware Tampa Tower General Pa

Amendment, dated as of November 30, 2020, to Stock Option Agreement, dated as of November 29, 2011, as amended November 15, 2019, by and between Mission Broadcasting, Inc., Dennis Thatcher, Nancie J. Smith, and Nexstar Broadcasting, Inc.*

Exhibit 10.4 AMENDMENT OF OPTION AGREEMENT This Amendment to Stock Option Agreement (?Amendment?) is entered into as of November 30, 2020 by and between Mission Broadcasting, Inc. (?Mission?), Dennis Thatcher (?Thatcher?), Nancie J. Smith (?Smith?), and Nexstar Broadcasting, Inc. (?Nexstar?). Each of the foregoing may be referred to herein as a ?party? and collectively as the ?parties.? WHEREAS, M

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission File Number: 000-50478 NEXSTAR MEDIA GROUP, IN

NEXSTAR INC. PRESIDENT OF BROADCASTING TIMOTHY C. BUSCH TO RETIRE IN MID-2021 36 Year Broadcasting Veteran Served in Multiple Leadership Roles Over 20 Years as Nexstar Grew to Become the Nation’s Largest Broadcaster

Exhibit 99.1 NEXSTAR INC. PRESIDENT OF BROADCASTING TIMOTHY C. BUSCH TO RETIRE IN MID-2021 36 Year Broadcasting Veteran Served in Multiple Leadership Roles Over 20 Years as Nexstar Grew to Become the Nation?s Largest Broadcaster IRVING, TX (February 26, 2021) ? Nexstar Inc., a wholly owned subsidiary of Nexstar Media Group, Inc. (Nasdaq: NXST), announced today that President, Broadcasting, Timothy

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2021 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commis

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2021 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commis

NEXSTAR MEDIA GROUP REPORTS RECORD FOURTH QUARTER NET REVENUE OF $1,377 MILLION Net Revenue Drives Record 4Q Operating Income of $530.5 Million, Net Income of $362.9 Million Adjusted EBITDA of $657.1 Million and Free Cash Flow of $443.2 Million Alloc

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS RECORD FOURTH QUARTER NET REVENUE OF $1,377 MILLION Net Revenue Drives Record 4Q Operating Income of $530.5 Million, Net Income of $362.9 Million Adjusted EBITDA of $657.1 Million and Free Cash Flow of $443.2 Million Allocated $224.3 Million Toward Leverage Reduction and Repurchased $84.3 Million of Class A Common Shares Initiates Pro-Forma Average Annual F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* NEXSTAR MEDIA GROUP, inc. (Name of Issuer) CLASS A Common Stock, PAR VALUE $0.01 per share (Title of Class of Securities) 65336K103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* Nexstar Broadcasting Group Inc (Name of Issuer) (Title of Class of Securities) (CUSIP Number) December 3

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* Nexstar Broadcasting Group Inc (Name of Issuer) Common (Title of Class of Securities) 65336K103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Nexstar Media Group Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 65336K103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedul

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2021 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commiss

NEXSTAR MEDIA GROUP APPOINTS BERNADETTE AULESTIA TO BOARD OF DIRECTORS Former Global Distribution President at HBO Brings Strategic Marketing Leadership, Multicultural Audience Development and Content Distribution Expertise to Board Role

EXHIBIT 99.1 NEXSTAR MEDIA GROUP APPOINTS BERNADETTE AULESTIA TO BOARD OF DIRECTORS Former Global Distribution President at HBO Brings Strategic Marketing Leadership, Multicultural Audience Development and Content Distribution Expertise to Board Role IRVING, Texas (January 27, 2021) – Nexstar Media Group, Inc. (NASDAQ: NXST) announced today the appointment of Bernadette S. Aulestia, 47, to its Boa

NEXSTAR MEDIA GROUP INCREASES QUARTERLY CASH DIVIDEND BY 25 PERCENT AND ANNOUNCES $1.0 BILLION SHARE REPURCHASE AUTHORIZATION Eighth Annual Consecutive Rise in Cash Dividend and Upsized Share Repurchase Authorization Highlights Long-term Commitment t

EXHIBIT 99.1 NEXSTAR MEDIA GROUP INCREASES QUARTERLY CASH DIVIDEND BY 25 PERCENT AND ANNOUNCES $1.0 BILLION SHARE REPURCHASE AUTHORIZATION Eighth Annual Consecutive Rise in Cash Dividend and Upsized Share Repurchase Authorization Highlights Long-term Commitment to Enhancing Shareholder Returns IRVING, Texas (January 28, 2021) – Nexstar Media Group, Inc. (Nasdaq: NXST) announced today that its Boar

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2021 (January 27, 2021) Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Inco

Regulation FD Disclosure, Financial Statements and Exhibits, 8-K - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2020 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commis

NEXSTAR ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE BESTREVIEWS, A LEADING CONSUMER PRODUCT REVIEWS COMPANY, FOR $160 MILLION IN ACCRETIVE TRANSACTION BestReviews Develops Content to Drive New Audience and Revenue with its Retail Partners

EXHIBIT 99.1 NEXSTAR ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE BESTREVIEWS, A LEADING CONSUMER PRODUCT REVIEWS COMPANY, FOR $160 MILLION IN ACCRETIVE TRANSACTION BestReviews Develops Content to Drive New Audience and Revenue with its Retail Partners IRVING, TX (December 16, 2020) – Nexstar Inc., a wholly-owned subsidiary of Nexstar Media Group, Inc. (Nasdaq: NXST), announced today that it entere

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

NEXSTAR MEDIA GROUP REPORTS RECORD THIRD QUARTER NET REVENUE OF $1,118.2 MILLION Net Revenue Drives Record 3Q Operating Income of $343.6 Million, Net Income of $189.3 Million BCF of $462.6 Million, Adjusted EBITDA of $443.6 Million and Free Cash Flow

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS RECORD THIRD QUARTER NET REVENUE OF $1,118.2 MILLION Net Revenue Drives Record 3Q Operating Income of $343.6 Million, Net Income of $189.3 Million BCF of $462.6 Million, Adjusted EBITDA of $443.6 Million and Free Cash Flow of $219.0 Million Allocated $162.5 Million Toward Leverage Reduction and Repurchased $125 Million of Class A Common Shares IRVING, Texas

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commiss

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2020 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commiss

Nexstar Media Group ANNOUNCES STRATEGIC OPERATIONAL REALIGNMENT TO LEVERAGE VALUE OF PROPRIETARY LOCAL CONTENT ACROSS MULTIPLE PLATFORMS Company to Combine Nexstar Broadcasting and Nexstar Digital Subsidiaries to Drive Synergies, Create Operational E

Exhibit 99.1 Nexstar Media Group ANNOUNCES STRATEGIC OPERATIONAL REALIGNMENT TO LEVERAGE VALUE OF PROPRIETARY LOCAL CONTENT ACROSS MULTIPLE PLATFORMS Company to Combine Nexstar Broadcasting and Nexstar Digital Subsidiaries to Drive Synergies, Create Operational Efficiencies, Reduce Expenses and Enhance Financial Results Irving, TX – October 22, 2020 – Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nex

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.56 PER SHARE

Exhibit 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.56 PER SHARE Irving, TX – October 22, 2020 – Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $0.56 per share of its Class A common stock. The dividend is payable on Friday, November 20, 2020, to shareholders of record on Friday, November 6, 2020. While

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2020 (October 21, 2020) Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Inco

Nexstar Media Group PROMOTES THOMAS E. CARTER TO PRESIDENT AND CHIEF OPERATING OFFICER

Exhibit 99.1 Nexstar Media Group PROMOTES THOMAS E. CARTER TO PRESIDENT AND CHIEF OPERATING OFFICER Irving, TX – September 29, 2020 – Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or the “Company”) announced today that Thomas E. Carter has been named President and Chief Operating Officer, effective October 1, 2020. Mr. Carter will retain his current responsibilities as Chief Financial Office

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2020 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commi

Executive Employment Agreement, dated as of September 25, 2020, between Thomas E. Carter and Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on October 1, 2020).

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of September 25, 2020 is made effective as of October 1, 2020 by and between Thomas Carter, an individual resident of Texas (“Executive”), and Nexstar Media Group, Inc., a Delaware corporation (the “Company”). The Company desires to retain the services of Executive as Chief Operating Officer

Indenture, dated as of September 25, 2020, by and among Nexstar Broadcasting, Inc., as issuer, the guarantors party thereto, and Citibank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on September 25, 2020).

Execution Version NEXSTAR BROADCASTING, INC., as Issuer the GUARANTORS party hereto from time to time AND CITIBANK, N.A., as Trustee 4.750% Senior Notes due 2028 INDENTURE Dated as of September 25, 2020 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions1 SECTION 1.2. Other Definitions42 SECTION 1.3. No Incorporation by Reference of Trust Indenture

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2020 Nexstar Media

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2020 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commi

Nexstar Media Group Announces $1,000 Million Offering of Senior Notes

Exhibit 99.1 FOR IMMEDIATE RELEASE Nexstar Media Group Announces $1,000 Million Offering of Senior Notes September 15, 2020 Irving, TX – September 15, 2020 – Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or the “Company”) announced today that its wholly-owned subsidiary, Nexstar Broadcasting, Inc. (the “Issuer”), intends to offer, subject to market and other customary conditions, up to $1,00

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2020 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commi

Nexstar Media Group Announces Pricing of $1,000 Million Offering Of Senior Notes

Exhibit 99.1 Nexstar Media Group Announces Pricing of $1,000 Million Offering Of Senior Notes Irving, TX – September 15, 2020 – Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or the “Company”) announced today that its wholly-owned subsidiary, Nexstar Broadcasting, Inc. (the “Issuer”), has priced its previously announced offering of $1,000 million in aggregate principal amount of 4.75% Senior

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2020 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2020 (September 3, 2020) Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of In

Amendment No. 4, dated as of September 3, 2020, to Credit Agreement, dated as of January 17, 2017, by and among Nexstar Broadcasting, Inc., Nexstar Media Group, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K/A (File No. 000-50478) filed by Nexstar Media Group, Inc. on September 9, 2020).

Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of September 3, 2020 (this “Amendment”), by and among NEXSTAR BROADCASTING, INC., a Delaware corporation (the “Borrower”), NEXSTAR MEDIA GROUP, INC., a Delaware corporation (“Nexstar Media”), each of the other Loan Parties listed on the signature pages hereto, BANK OF AMERICA, N.A., as

Financial Statements and Exhibits - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2020 (September 3, 2020) Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of

NEXSTAR MEDIA GROUP SECURES COMMITMENTS FOR NEW SENIOR SECURED REVOLVING CREDIT FACILITY Nexstar Prepays $250,000,000 of its Outstanding Term A Loans from Cash on Hand

Exhibit 99.1 NEXSTAR MEDIA GROUP SECURES COMMITMENTS FOR NEW SENIOR SECURED REVOLVING CREDIT FACILITY Nexstar Prepays $250,000,000 of its Outstanding Term A Loans from Cash on Hand IRVING, TX (September 4, 2020) – Nexstar Media Group, Inc. (Nasdaq: NXST) announced today that Nexstar Broadcasting, Inc. (“Nexstar”), a wholly-owned subsidiary, and Mission Broadcasting, Inc. (“Mission”), a variable in

Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto, as amended by that Amendment No. 2, dated as of September 3, 2020.

Exhibit 10.2 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of September 3, 2020 (this “Amendment”), by and among MISSION BROADCASTING, INC., a Delaware corporation (the “Borrower”), each Loan Party and each Mission Equity Holder party hereto, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), each Person party hereto a

Credit Agreement, dated as of January 17, 2017, by and among Nexstar Broadcasting, Inc., Nexstar Media Group, Inc., Bank of America, N.A. and the several lenders party thereto, as amended by that Amendment No. 4, dated as of September 3, 2020.

Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of September 3, 2020 (this “Amendment”), by and among NEXSTAR BROADCASTING, INC., a Delaware corporation (the “Borrower”), NEXSTAR MEDIA GROUP, INC., a Delaware corporation (“Nexstar Media”), each of the other Loan Parties listed on the signature pages hereto, BANK OF AMERICA, N.A., as

Amendment No. 3, dated as of September 3, 2020, to Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K/A (File No. 000-50478) filed by Nexstar Media Group, Inc. on September 9, 2020).

Exhibit 10.2 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of September 3, 2020 (this “Amendment”), by and among MISSION BROADCASTING, INC., a Delaware corporation (the “Borrower”), each Loan Party and each Mission Equity Holder party hereto, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), each Person party hereto a

NEXSTAR MEDIA GROUP BOARD OF DIRECTORS AUTHORIZES $300 MILLION EXPANSION OF SHARE REPURCHASE PROGRAM

Exhibit 99.1 NEXSTAR MEDIA GROUP BOARD OF DIRECTORS AUTHORIZES $300 MILLION EXPANSION OF SHARE REPURCHASE PROGRAM IRVING, TX (September 2, 2020) – Nexstar Media Group, Inc. (Nasdaq: NXST) announced today that its Board of Directors approved an expansion of the Company’s share repurchase authorization for up to an additional $300 million of repurchases of its Class A common stock. The expansion bri

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2020 (September 1, 2020) Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of In

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2020 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commissio

NEXSTAR MEDIA GROUP REPORTS RECORD SECOND QUARTER NET REVENUE OF $915.0 MILLION Net Revenue Drives Record 2Q Operating Income of $196.3 Million, Net Income of $98.1 Million BCF of $290.8 Million, Adjusted EBITDA of $292.8 Million and Free Cash Flow o

Exhibit 99.1 NEXSTAR MEDIA GROUP REPORTS RECORD SECOND QUARTER NET REVENUE OF $915.0 MILLION Net Revenue Drives Record 2Q Operating Income of $196.3 Million, Net Income of $98.1 Million BCF of $290.8 Million, Adjusted EBITDA of $292.8 Million and Free Cash Flow of $194.9 Million IRVING, Texas – August 5, 2020 – Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or “the Company”) today reported fi

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.56 PER SHARE

Exhibit 99.1 NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $0.56 PER SHARE Irving, TX – July 24, 2020 – Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $0.56 per share of its Class A common stock. The dividend is payable on Friday, August 21, 2020, to shareholders of record on Friday, August 7, 2020. While the Com

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2020 (July 23, 2020) Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporat

NEXSTAR BROADCASTING EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER BRIAN JONES TO RETIRE Broadcasting Veteran Helped Chart Company’s Growth and Expansion Since 2003

Exhibit 99.1 NEXSTAR BROADCASTING EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER BRIAN JONES TO RETIRE Broadcasting Veteran Helped Chart Company’s Growth and Expansion Since 2003 IRVING, TX (June 23, 2020) – Nexstar Broadcasting, Inc., a wholly owned subsidiary of Nexstar Media Group, Inc. (Nasdaq: NXST), announced today that Executive Vice President and Chief Operating Officer, Brian Jones,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2020 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2020 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission

- NXST DEFA14A -2020 SUPPLEMENTAL PROXY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2020 Nexstar Media Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50478 23-3083125 (State or Other Jurisdiction of Incorporation) (Commission