Q1 2026 Nexstar Media Group Inc Earnings Call

May 7, 2026

Speaker #1: Good day and welcome to Nextstar Media Group's first quarter 2026 conference call. Today's call is being recorded. I will now turn the conference over to Joe Jaffani, Investor Relations.

Speaker #1: Please go ahead.

Speaker #2: Good morning, everyone, and thank you, Stacy. I'll read the Safe Harbor language and then we'll get right into the call. All statements and comments made by management during this conference call, other than statements of historical fact, may be deemed forward-looking statements for purposes of the private securities litigation reform act of 1995.

Operator: Good day. Welcome to Nexstar Media Group's Q1 2026 Conference Call. Today's call is being recorded. I will now turn the conference over to Joseph Jaffoni, Investor Relations. Please go ahead.

Speaker #2: Nextstar cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those reflected by the forward-looking statements made during today's call.

Joseph Jaffoni: Good morning, everyone, and thank you, Stacy. I'll read the safe harbor language. Then we'll get right into the call. All statements and comments made by management during this conference call, other than statements of historical fact, may be deemed forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. Nexstar cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those reflected by the forward-looking statements made during today's call. For additional details on these risks and uncertainties, please see Nexstar's annual report on Form 10-K for the year ended 31 December 2025, as filed with the Securities and Exchange Commission, and Nexstar's subsequent public filings with the SEC. Nexstar undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Speaker #2: For additional details on these risks and uncertainties, please see Nextstar's annual report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission, and Nextstar's subsequent public filings with the SEC.

Speaker #2: Nextstar undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. It's now my pleasure to turn the conference over to your host, Nextstar founder, chairman, and chief executive officer, Perry.

Speaker #2: Perry, please go ahead.

Speaker #3: Thank you, Joseph, and good morning, everyone. We appreciate you all joining us today. Mike Baird, our chief operating officer, and Leeann Gleeha, our chief financial officer, are with me on the call here as always.

Speaker #2: SEC. Nexstar undertakes no obligation otherwise. It's now my pleasure to turn the conference over to your host, Nexstar founder, chairman, and chief executive officer, Perry Sook.

Speaker #3: Nextstar hit the ground running in the first quarter of 2026, advancing our strategic priorities across multiple fronts. We closed our landscape landmark acquisition of Tegna following FCC and DOJ approval, and we continue to build and grow the CW and NewsNation as national networks.

Joseph Jaffoni: It's now my pleasure to turn the conference over to your host, Nexstar Founder, Chairman, and Chief Executive Officer, Perry Sook. Perry, please go ahead.

Speaker #2: Perry, please go ahead.

Speaker #3: Thank you, Joseph, and good morning, everyone. We appreciate you all joining us today. Mike Biard, our chief operating officer, and Lee Gliha, our chief financial officer, are with me on the call here as always.

Perry Sook: Thank you, Joseph, and good morning, everyone. We appreciate you all joining us today. Michael Biard, our Chief Operating Officer, and Lee Ann Gliha, our Chief Financial Officer, are with me on the call here, as always. Nexstar hit the ground running in the first quarter of 2026, advancing our strategic priorities across multiple fronts. We closed our landmark acquisition of Tegna following FCC and DOJ approval, and we continued to build and grow The CW and NewsNation as national networks. We delivered strong quarterly net revenue, adjusted EBITDA, and adjusted free cash flow. This year marks the 30th anniversary of Nexstar's founding, starting with a single television station in Scranton, Pennsylvania.

Speaker #3: And we delivered strong quarterly net revenue adjusted EBITDA and adjusted free cash flow. This year marks the 30th anniversary of Nextstar's founding, starting with a single television station in Scranton, Pennsylvania.

Speaker #3: Nexstar hit the ground running in the first quarter of 2026, advancing our strategic priorities across multiple fronts. We closed our landscape, our landmark acquisition of Tegna, following FCC and DOJ approval, and we continue to build and grow the CW and NewsNation as national networks.

Speaker #3: From the very beginning, Nextstar's growth and success has always been grounded in our steadfast commitment to high-quality local broadcast journalism, which we believe is essential to the communities we serve and to American.

Speaker #3: Democracy. While our core mission has not wavered, the competitive landscape has changed dramatically in those 30 years. Big tech, legacy big media, and distribution companies have grown exponentially and, despite consolidation within our industry, Nextstar still operates with a fraction of their ubiquitous reach and financial resources, prohibiting us and every other company in our industry from competing on a level playing field.

Speaker #3: And we delivered strong quarterly net revenue adjusted EBITDA and adjusted free cash flow. This year marks the 30th anniversary of Nexstar's founding, starting with a single television station in Scranton, Pennsylvania.

Speaker #3: From the very beginning, Nexstar's growth and success has always been grounded in our steadfast commitment to high-quality local broadcast journalism, which we believe is essential to the communities we serve and to American democracy.

Perry Sook: From the very beginning, Nexstar's growth and success has always been grounded in our steadfast commitment to high-quality local broadcast journalism, which we believe is essential to the communities we serve and to American democracy. While our core mission has not wavered, the competitive landscape has changed dramatically in those 30 years. Big tech, legacy, big media, and distribution companies have grown exponentially. Despite consolidation within our industry, Nexstar still operates with a fraction of their ubiquitous reach and financial resources, prohibiting us and every other company in our industry from competing on a level playing field. Against this backdrop, our acquisition of Tegna represents an important step in solidifying our future and our ability to continue providing these valuable services to local communities across the United States. I'll now spend a few minutes bringing you up to speed on where we are today with the acquisition of Tegna.

Speaker #3: Against this backdrop, our acquisition of Tegna represents an important step in solidifying our future and our ability to continue providing these valuable services to local communities across the United States.

Speaker #3: While our core mission has not wavered, the competitive landscape has changed dramatically in those 30 years. Big tech, legacy big media, and distribution companies have grown exponentially and, despite consolidation within our industry, Nexstar still operates with a fraction of their ubiquitous reach and financial resources, prohibiting us and every other company in our industry from competing on a level playing field.

Speaker #3: I'll now spend a few minutes bringing you up to speed on where we are today with the acquisition of Tegna. I'll start by saying the situation that we are dealing with is unusual, and I would caution against attempting to draw legal conclusions at this stage.

Speaker #3: We will be as transparent as possible under the circumstances, and share what we can at this time. As you know, the transaction closed on March the 19th, after receiving all required regulatory approvals.

Speaker #3: I'll now spend a few minutes bringing you up to speed on where we are today with the acquisition of Tegna. I'll start by saying the situation that we are dealing with is unusual.

Speaker #3: As part of that process, we engaged extensively with the FCC and DOJ and provided more than $7 million of documentation in response to their inquiries.

Perry Sook: I'll start by saying the situation that we are dealing with is unusual, and I would caution against attempting to draw legal conclusions at this stage. We will be as transparent as possible under the circumstances and share what we can at this time. As you know, the transaction closed on 19 March after receiving all required regulatory approvals. As part of that process, we engaged extensively with the FCC and DOJ and provided more than 7 million pages of documentation in response to their inquiries. We also made meaningful concessions to secure our approvals, including agreeing to increase local news programming in 9 markets, divest stations in 6 markets within 2 years, and extend expiring retransmission agreements through 30 November of this year. Under ordinary circumstances, that process with the concessions and the regulatory approvals would allow us to move forward post-closing with our integration plans.

Speaker #3: And I would caution against attempting to draw legal conclusions at this stage. We will be as transparent as possible under the circumstances, and share what we can at this time.

Speaker #3: We also made meaningful concessions to secure our approvals, including agreeing to increase programming in nine markets to best stations in six markets within two years, and extend expiring retransmission agreements through November 30th of this year.

Speaker #3: As you know, the transaction closed on March the 19th, after receiving all required regulatory approvals. As part of that process, we engaged extensively with the FCC and DOJ, and provided more than $7 million of documentation in response to their inquiries.

Speaker #3: Under ordinary circumstances, that process with the concessions and the regulatory approvals would allow us to move forward post-closing with our integration plans. However, DirecTV, along with a number of state AGs, filed suits seeking to block the transaction.

Speaker #3: We also made meaningful concessions to secure our approvals, including agreeing to increase local news programming in nine markets, divest stations in six markets within two years, and extend expiring retransmission agreements through November 30th of this year.

Speaker #3: DirecTV is a sophisticated company owned by a private equity firm, TPG, with its own commercial interests just as we have ours. That said, the issue before the courts is not the relative commercial negotiating positions of the parties, it is whether this transaction serves the broader public interest including American consumers and in the preservation of local journalism.

Perry Sook: However, DirecTV, along with a number of state AGs, filed suit seeking to block the transaction. DirecTV is a sophisticated company owned by a private equity firm, TPG, with its own commercial interests, just as we have ours. That said, the issue before the courts is not the relative commercial negotiating positions of the parties, it is whether this transaction serves the broader public interest, including American consumers and in the preservation of local journalism. As such, we believe we will prevail on the merits of this case. We are confident in our arguments expressed in detail in the FCC's order approving the transaction that a stronger, more financially resilient local broadcast industry is in the public's best interest. We believe this is a fight worth having for us, for our industry, and for the future of local journalism.

Speaker #3: Prevail on the merits of this case. We are confident in our arguments expressed in detail in the FCC's order approving the transaction that a stronger, more financially resilient local broadcast industry is in the public's best interest.

Speaker #3: DirecTV is a sophisticated company owned by a private equity firm, TPG, with its own commercial interests just as we have ours. That said, the issue before the courts is not the relative commercial negotiating positions of the parties, it is whether this transaction serves the broader public interest, including American consumers, and in the preservation of local journalism.

Speaker #3: We believe this is a fight worth having for us, for our industry, and for the future of local journalism. Nextstar is a company built on localism, and our track record demonstrates that scale and operational strength are critical to sustaining high-quality local news programming.

Speaker #3: As such, we believe we will prevail on the merits of this case. We are confident in our arguments expressed in detail in the FCC's order approving the transaction, that a stronger, more financially resilient local broadcast industry is in the public's best interest.

Speaker #3: As the company has grown, we've consistently made meaningful investments in our station infrastructure and in expanding local news programming, which is the most viewed and the most valued programming that we offer.

Speaker #3: We believe this is a fight worth having, for us, for our industry, and for the future of local journalism. Nexstar is a company built on localism, and our track record demonstrates that scale and operational strength are critical to sustaining high-quality local news programming.

Speaker #3: This transaction represents an opportunity to further our longstanding commitment to serving the communities of all sizes with high-quality, free-over-the-air programming fact-based journalism and innovative digital and marketing solutions for both our viewers and our advertising partners.

Perry Sook: Nexstar is a company built on localism, and our track record demonstrates that scale and operational strength are critical to sustaining high-quality local news programming. As the company has grown, we've consistently made meaningful investments in our station infrastructure and in expanding local news programming, which is the most viewed and the most valued programming that we offer. This transaction represents an opportunity to further our longstanding commitment to serving the communities of all sizes with high-quality, free over-the-air programming, fact-based journalism, and innovative digital and marketing solutions for both our viewers and our advertising partners. We're focused on presenting the strongest possible legal arguments to the court. To that end, we've engaged Beth Wilkinson of Wilkinson Stekloff to lead our trial and appellate efforts, supplementing our formidable antitrust counsel at Morrison Foerster.

Speaker #3: We're focused on presenting the strongest possible legal arguments to the court. And to that end, we've engaged Beth Wilkinson of Wilkinson Stelcof to lead our trial and appellate efforts, supplementing our formidable antitrust counsel at Morris and Forrester.

Speaker #3: This transaction represents an opportunity to further our longstanding commitment to serving the communities of all sizes with high-quality, free over-the-air programming, fact-based journalism, and innovative digital and marketing solutions for both our viewers and our advertising partners.

Speaker #3: Beth is one of the nation's most highly regarded trial lawyers, having recently led the defense team that secured a victory for the NFL in its 32-member teams in a major antitrust class action suit challenging the Sunday ticket distribution and related media agreements.

Speaker #3: With our expanded legal team in place, we move forward now with complete confidence in the merits of our case and our ability to bring this process to a successful conclusion.

Speaker #3: As far as next steps are concerned, there are multiple legal proceedings underway. First, we filed our notice of appeal of the preliminary injunction before the Ninth Circuit Court of Appeals.

Perry Sook: Beth is one of the nation's most highly regarded trial lawyers, having recently led the defense team that secured a victory for the NFL and its 32 member teams in a major antitrust class action suit challenging the Sunday Ticket distribution and related media agreements. With our expanded legal team in place, we move forward now with complete confidence in the merits of our case and our ability to bring this process to a successful conclusion. As far as next steps are concerned, there are multiple legal proceedings underway. First, we filed our notice of appeal of the preliminary injunction before the Ninth Circuit Court of Appeals. Second, the trial in the US District Court for the Eastern District of California. Finally, there is also a separate challenge to the FCC's approval of the transaction pending before the DC Circuit Court.

Speaker #3: Second, the trial in the US District Court for the Eastern District of California and finally, there is also a separate challenge to the FCC's approval of the transaction pending before the DC Circuit Court.

Speaker #3: With our expanded legal team in place, we move forward now with complete confidence in the merits of our case and our ability to bring this process to a successful conclusion.

Speaker #3: The court has already denied a request for an emergency stay, finding that it lacked jurisdiction at this stage. Both we and the FCC have been directed to file our responses to the petition by May the 11th.

Speaker #3: While we don't have control over the various court's timelines in the meantime, in compliance with the court order, Nextstar and Tegna are operating separately and we are proud of both teams continuing focus on execution and their local community commitments.

Speaker #3: Second, the trial in the U.S. District Court for the Eastern District of California, and finally, there is also a separate challenge to the FCC's approval of the transaction pending before the D.C.

Speaker #3: Circuit Court. The court has already denied a request for an emergency stay, finding that it lacked jurisdiction at this stage. Both we and the FCC have been directed to file our responses to the petition by May 11.

Perry Sook: The court has already denied a request for an emergency stay, finding that it lacked jurisdiction at this stage. Both we and the FCC have been directed to file our responses to the petition by 11 May. While we don't have control over the various courts' timelines, in the meantime, in compliance with the court order, Nexstar and Tegna are operating separately, and we are proud of both teams' continuing focus on execution and their local community commitments. Now, let's turn to the Q1 highlights, which include 13 days of the results of Tegna. In the quarter, we delivered record net revenue of $1.4 billion and strong adjusted EBITDA and adjusted free cash flow of $470 million and $420 million, respectively.

Speaker #3: Now let's turn to the first quarter highlights, which include 13 days of the results of Tegna. In the quarter, we delivered record net revenue of $1.4 billion and strong adjusted EBITDA and adjusted free cash flow of $470 million and $420 million respectively.

Speaker #3: While we don't have control over the various court's timelines in the meantime, in compliance with the court order, Nexstar and Tegna are operating separately, and we are proud of both teams continuing focus on execution and their local community commitments.

Speaker #3: At our legacy Nextstar business units, we made strong progress towards our goal of achieving additional operating expense savings driven by further cost reductions at the CW and broader core operating efficiencies.

Speaker #3: Now, let's turn to the first quarter highlights, which include 13 days of the results of Tegna. In the quarter, we delivered record net revenue of $1.4 billion and strong adjusted EBITDA and adjusted free cash flow of $470 million and $420 million respectively.

Speaker #3: The CW network improved year-over-year profitability in the first quarter and is well on its way to achieving profitability by the fourth quarter of this year.

Speaker #3: Launched just five and a half years ago and featuring Nextstar's enterprise-wide commitment to unbiased and fact-based journalism, NewsNation was the number one fastest-growing network in prime time across all major broadcast and cable networks in the month of March of 2026, growing 85% in total viewers and 100% among adults 25, 54 compared to the prior year.

Speaker #3: At our legacy Nexstar business units, we made strong progress towards our goal of achieving additional operating expense savings driven by further cost reductions at the CW and broader core operating efficiencies.

Perry Sook: At our legacy Nexstar business units, we made strong progress towards our goal of achieving additional operating expense savings, driven by further cost reductions at The CW and broader core operating efficiencies. The CW network improved year-over-year profitability in Q1 and is well on its way to achieving profitability by Q4 of this year. Launched just five and a half years ago and featuring Nexstar's enterprise-wide commitment to unbiased and fact-based journalism, NewsNation was the number one fastest-growing network in primetime across all major broadcast and cable networks in the month of March 2026, growing 85% in total viewers and 100% among adults 25-54 compared to the prior year. The network now ranked 35th in total household viewing for all of primetime ad-supported cable networks in Q1.

Speaker #3: The CW network improved year-over-year profitability in the first quarter and is well on its way to achieving profitability by the fourth quarter of this year.

Speaker #3: The network now ranked 35th in total household viewing for all of prime time ad-supported cable networks in the first quarter. As you'll hear more from Leanne later, we continue to execute on our capital allocation plan.

Speaker #3: Launched just five and a half years ago, and featuring Nexstar's enterprise-wide commitment to unbiased and fact-based journalism, NewsNation was the number one fastest-growing network in prime time across all major broadcast and cable networks in the month of March 2026, growing 85% in total viewers and 100% among adults 25-54 compared to the prior year.

Speaker #3: During the quarter, we returned 56 million to shareholders in the form of dividends and have maintained our $1.86 per share quarterly dividend, which represents a 3.7% yield, placing Nextstar in the top tier of all dividend payers in the S&P 400.

Speaker #3: The network now ranked 35th in total household viewing for all of prime time ad-supported cable networks in the first quarter. As you'll hear more from Lee Ann later, we continued to execute on our capital allocation plan.

Speaker #3: We also remain focused on de-leveraging and repaid $182 million in debt through April the 30th. In closing the free universal access offered by local broadcast television is not just convenience, it's an essential public service, and central to Nextstar's mission.

Perry Sook: As you'll hear more from Leanne later, we continue to execute on our capital allocation plan. During the quarter, we returned $56 million to shareholders in the form of dividends and have maintained our $1.86 per share quarterly dividend, which represents a 3.7% yield, placing Nexstar in the top tier of all dividend payers in the S&P 400. We also remain focused on deleveraging and repaid $182 million in debt through 30 April. In closing, the free universal access offered by local broadcast television is not just a convenience, it's an essential public service and central to Nexstar's mission. If local broadcasters are to continue providing these essential services for future generations, we must be allowed to operate our business in a manner that accurately reflects today's market realities.

Speaker #3: During the quarter, we returned 56 million to shareholders in the form of dividends and have maintained our $1.86 per share quarterly dividend, which represents a 3.7% yield, placing Nexstar in the top tier of all dividend payers in the S&P 500.

Speaker #3: If local broadcasters are to continue providing these essential services for future generations, we must be allowed to operate our business in a manner that accurately reflects today's market realities.

Speaker #3: We also remain focused on de-leveraging and repaid $182 million in debt through April the 30th. In closing the free universal access offered by local broadcast television is not just convenience; it's an essential public service, and central to Nexstar's mission.

Speaker #3: Now let me turn the call over to Leanne to provide a little more color on the transaction and the interim Tegna operations and our reporting until the court cases are heard.

Speaker #3: Leanne?

Speaker #2: Thank you, Perry, and good morning, everyone. I wanted to jump on the call today a little out of order to provide you some color on what you'll hear from us on the financials and operations given the current situation.

Speaker #2: Operationally, we're in a bit of an unprecedented place right now with the court order until we can be heard by the appellate court, go to trial, or settle the case.

Speaker #3: Now let me turn the call over to Lee Ann to provide a little more color on the transaction and the interim Tegna operations, and our reporting until the court cases are heard.

Speaker #2: To be clear, we own Tegna. It is a subsidiary of Nextstar Media, Inc., our primary operating subsidiary. And we can use excess cash flow for the combined debt repayment as was our plan.

Perry Sook: Now let me turn the call over to Lee Ann to provide a little more color on the transaction and the interim Tegna operations and our reporting until the court cases are heard. Lee Ann?

Speaker #3: Lee Ann?

Speaker #2: As Perry noted, we repaid $182 million in debt through April 30th. We can also execute on whatever actions we need to to accomplish our financial reporting and internal control oversight.

Lee Ann Gliha: Thank you, Perry, and good morning, everyone. I wanted to jump on the call today a little out of order to provide you some color on what you'll hear from us on the financials and operations given the current situation. Operationally, we're in a bit of an unprecedented place right now with the court order until we can be heard by the appellate court, go to trial, or settle the case. To be clear, we own Tegna. It is a subsidiary of Nexstar Media Inc., our primary operating subsidiary, and we can use excess cash flow for the combined debt repayment, as was our plan. As Perry noted, we repaid $182 million of debt through 30 April. We can also execute on whatever actions we need to accomplish our financial reporting and internal control oversight.

Speaker #2: Operationally, we're in a bit of an unprecedented place right now with the court order until we can be heard by the appellate court, go to trial, or settle the case.

Speaker #2: But as described in the court order, we must hold separate the assets of the Tegna subsidiary. What this effectively means is Tegna is operating as it did prior to the transaction, including operating under its own retransmission agreement.

Speaker #2: To be clear, we own Tegna. It is a subsidiary of Nexstar Media, Inc., our primary operating subsidiary. And we can use excess cash flow for the combined debt repayment, as was our plan.

Speaker #2: All of this, however, remains in flux pending the natural progression of the litigation. In addition, the operations of Tegna will be under the purview of the team at Tegna rather than under Nextstar's day-to-day management.

Speaker #2: As Perry noted, we repaid $182 million of debt through April 30th. We can also execute on whatever actions we need to to accomplish our financial reporting and internal control oversight.

Speaker #2: So given the number of variables, I'm sure you'll appreciate that for now, forward-looking guidance will be limited. We understand the market does not like uncertainty, so we're going to do our best to keep you up to speed as much as we can, given the constraints placed upon us.

Lee Ann Gliha: As described in the court order, we must hold separate the assets of the Tegna subsidiary. What this effectively means is Tegna is operating as it did prior to the transaction, including operating under its own retransmission agreement. All of this, however, remains in flux pending the natural progression of the litigation. In addition, the operations of Tegna will be under the purview of the team at Tegna rather than under Nexstar's day-to-day management. Given the number of variables, I'm sure you'll appreciate that for now, forward-looking guidance will be limited. We understand the market does not like uncertainty, we're gonna do our best to keep you up to speed as much as we can, given the constraints placed upon us.

Speaker #2: The good news is Tegna was a public company, so there's plenty of comparable financial data for you to review along with the longer-term projections they provided in their proxy.

Speaker #2: Now I'm going to turn the call over to Mike to provide some color on our results, primarily on the revenue side of the P&L, and then I'll return for some more discussion on expenses and capital allocation.

Speaker #2: Mike?

Speaker #3: Thank you, Leanne, and good morning, everyone. As noted in this morning's press release and Perry's remarks, Nextstar's consolidated financial results for the three-month period ending March 31, 2026, include 13 days of Tegna operations.

Speaker #2: The good news is Tegna was a public company, so there's plenty of comparable financial data for you to review, along with the longer-term projections they provided in their proxy.

Lee Ann Gliha: The good news is Tegna was a public company, so there's plenty of comparable financial data for you to review along with the longer-term projections they provided in their proxy. I'm gonna turn the call over to Mike to provide some color on our results, primarily on the revenue side of the P&L, and then I'll return for some more discussion on expenses and capital allocation. Mike?

Speaker #3: While the comparable 2025 period reflects only Nextstar's legacy business units. The company delivered first quarter net revenue of $1.4 billion. An increase of $162 million or 13.1% compared to the prior year, primarily due to $106 million of revenue from Tegna and higher advertising and distribution revenue from our legacy business units.

Speaker #2: Mike?

Speaker #3: Thank you, Lee Ann, and good morning, everyone. As noted in this morning's press release and Perry's remarks, Nexstar's consolidated financial results for the three-month period ending March 31, 2026, include 13 days of Tegna operations, while the comparable 2025 period reflects only Nexstar's legacy business units.

Michael Biard: Thank you, Leigh Ann, and good morning, everyone. As noted in this morning's press release and Perry's remarks, Nexstar's consolidated financial results for the 3-month period ending 31 March 2026 include 13 days of Tegna operations, while the comparable 2025 period reflects only Nexstar's legacy business units. The company delivered Q1 net revenue of $1.4 billion, an increase of $162 million or 13.1% compared to the prior year, primarily due to $106 million of revenue from Tegna and higher advertising and distribution revenue from our legacy business units.

Speaker #3: First quarter distribution revenue of $837 million increased 75 million, or 9.8%, compared to the prior year quarter, and primarily reflects $54 million of revenue from Tegna and $2.8% higher revenue from our legacy business due to increased rates, growth in VMVPD subscribers, the addition of CW affiliations on certain of our stations, and our local Fox affiliates participation in the launch of Fox One.

Speaker #3: The company delivered first quarter net revenue of $1.4 billion, an increase of 162 million or 13.1% compared to the prior year, primarily due to $106 million of revenue from Tegna and higher advertising and distribution revenue from our legacy business units.

Speaker #3: First quarter distribution revenue of $837 million increased 75 million, or 9.8%, compared to the prior-year quarter, and primarily reflects 54 million of revenue from Tegna and 2.8% higher revenue from our legacy business due to increased rates, growth in VMVPD subscribers, the addition of CW affiliations on certain of our stations, and our local Fox affiliates participation in the launch of Fox One.

Michael Biard: Q1 distribution revenue of $837 million increased $75 million or 9.8% compared to the prior year quarter and primarily reflects $54 million of revenue from Tegna and 2.8% higher revenue from our legacy business due to increased rates, growth in vMVPD subscribers, the addition of CW affiliations on certain of our stations, and our local Fox affiliates participation in the launch of FOX One, offset in part by MVPD subscriber attrition. On a combined basis, assuming we own Tegna for the entire quarter, distribution revenue increased 1.6% year over year. Given what we are seeing in the numbers reported to us and the publicly reported subscriber counts from distributors, we are feeling more optimistic than our original plan for subscriber attrition for the year.

Speaker #3: Offset in part by MVPD subscriber attrition. On a combined basis, assuming we own Tegna for the entire quarter, distribution revenue increased 1.6% year over year.

Speaker #3: Given what we are seeing in the numbers reported to us and the publicly reported subscriber counts from distributors, we are feeling more optimistic than our original plan for subscriber attrition for the year.

Speaker #3: However, as you know, we committed to the SEC in connection with the transaction to offer to extend current retransmission agreements until November 30 for MVPD's renewing with us before that date.

Speaker #3: Offset in part by MVPD subscriber attrition. On a combined basis, assuming we own Tegna for the entire quarter, distribution revenue increased 1.6% year over year.

Speaker #3: Putting it all together, we do not expect the material change from the original distribution guidance we provided for legacy Nextstar. Advertising revenue of $548 million increased 88 million or 19.1% over the comparable prior year, primarily reflecting $51 million incremental Tegna advertising revenue and higher political advertising revenue.

Speaker #3: However, as you know, we committed to the FCC in connection with the transaction to offer to extend current retransmission agreements until November 30 for MVPD's renewing with us before that date.

Michael Biard: As you know, we committed to the FCC in connection with the transaction to offer to extend current retransmission agreements until 30 November for MVPDs renewing with us before that date. Putting it all together, we do not expect a material change from the original distribution guidance we provided for Legacy Nexstar. Advertising revenue of $548 million increased $88 million or 19.1% over the comparable prior year, primarily reflecting $51 million incremental Tegna advertising revenue and higher political advertising revenue. Excluding Tegna revenues, Legacy Nexstar non-political advertising revenue was flattish and in line with our expectations, growing 0.4% as growth in digital advertising offset declines in non-political television advertising. Top advertising categories in the quarter for Legacy Nexstar were department and retail stores, attorneys, and gaming and sports betting.

Speaker #3: Excluding Tegna revenues, legacy Nextstar non-political advertising revenue was flattish and in line with our expectations, growing 0.4%. As growth in digital advertising offset declines in non-political television advertising.

Speaker #3: Putting it all together, we do not expect the material change from the original distribution guidance we provided for legacy Nexstar. Advertising revenue of $548 million increased 88 million or 19.1% over the comparable prior year, primarily reflecting 51 million incremental Tegna advertising revenue and higher political advertising revenue.

Speaker #3: Top advertising categories in the quarter for legacy Nextstar were department and retail stores, attorneys, and gaming and sports betting. While drug stores and medication, packaged goods, and radio/TV newspaper, cable advertisers had the largest declines.

Speaker #3: Excluding Tegna revenues, legacy Nexstar non-political advertising revenue was flattish and in line with our expectations, growing 0.4%. As growth in digital advertising offset declines in non-political television advertising.

Speaker #3: However, there were no major category outlier in terms of positive or negative performance. On a combined basis, non-political advertising was up 1.2% as Tegna's large portfolio of NBC affiliations benefited from NBC's broadcast of the Super Bowl and the Olympics in the first quarter.

Speaker #3: Top advertising categories in the quarter for legacy Nexstar were department and retail stores, attorneys, and gaming and sports betting. While drug stores and medication, packaged goods, and radio, TV, newspaper, cable advertisers had the largest declines.

Michael Biard: While drugstores and medication, packaged goods, and radio, TV, newspaper, cable advertisers had the largest declines. However, there were no major category outlier in terms of positive or negative performance. On a combined basis, non-political advertising was up 1.2% as Tegna's large portfolio of NBC affiliations benefited from NBC's broadcast of the Super Bowl and the Olympics in Q1. In addition, on a combined basis, overall digital advertising revenue increased a mid-single-digit percentage driven by strong local digital revenues, offset in part by continued declines at Tegna's Premion segment, due primarily to the loss of a major customer in 2025. For Q2, including Tegna on an as-combined basis, non-political advertising is expected to decline mid-single digits due to a weaker advertising environment. Legacy Nexstar and Tegna both delivered strong Q1 political advertising revenue driven by strong primary and early gubernatorial spending.

Speaker #3: In addition, on a combined basis, overall digital advertising revenue increased a mid-single-digit percentage driven by strong local digital revenues offset in part by continued declines at Tegna's premium segment due primarily to the loss of a major customer in 2025.

Speaker #3: For the second quarter, including Tegna on an as-combined basis, non-political advertising is expected to decline mid-single digits due to a weaker advertising environment. Legacy Nextstar and Tegna both delivered strong first quarter political advertising revenue driven by strong primary and early gubernatorial spending.

Speaker #3: In addition, on a combined basis, overall digital advertising revenue increased amid single-digit percentage growth, driven by strong local digital revenues, offset in part by continued declines at TEGNA's premium segment due primarily to the loss of a major customer in 2025.

Speaker #3: As reported, political advertising was $46 million, but on a combined basis, political advertising in Q1 was $78 million, up 89% versus 2022 and 19% versus 2024, driven by strong spending in key states of Texas, Illinois, California, Michigan, Georgia, and Maine.

Speaker #3: For the second quarter, including Tegna on an as-combined basis, non-political advertising is expected to decline mid-single digits due to a weaker advertising environment. Legacy Nexstar and Tegna both delivered strong first-quarter political advertising revenue driven by strong primary and early gubernatorial spending.

Speaker #3: According to Ad Impact, industry-wide broadcast political advertising spending was up 79% in the first quarter versus the comparable election cycle in 2022, and up 13% versus 2024.

Speaker #3: As reported, political advertising was 46 million dollars, but on a combined basis, political advertising in Q1 was 78 million up 89% versus 2022 and 19% versus 2024, driven by strong spending in key states of Texas, Illinois, California, Michigan, Georgia, and Maine.

Michael Biard: As reported, political advertising was $46 million, but on a combined basis, political advertising in Q1 was $78 million, up 89% versus 2022 and 19% versus 2024, driven by strong spending in key states of Texas, Illinois, California, Michigan, Georgia, and Maine. According to AdImpact, industry-wide broadcast political advertising spending was up 79% in Q1 versus the comparable election cycle in 2022, up 13% versus 2024, demonstrating the continued importance of broadcast television for candidates and campaigns seeking to reach and engage voters. We anticipate a favorable 2026 political season consistent with our combined historical track records and are prepared at Nexstar to manage any changes regarding access to lowest unit rate by PACs and parties without materially impacting our performance. Turning to The CW.

Speaker #3: Demonstrating the continued importance of broadcast television for candidates and campaigns, seeking to reach and engage voters. We anticipate a favorable 2026 political season consistent with our combined historical track records and are prepared at legacy Nextstar to manage any changes regarding access to lowest unit rate by PACs and parties without materially impacting our performance.

Speaker #3: According to Ad Impact, industry-wide broadcast political advertising spending was up 79% in the first quarter versus the comparable election cycle in 2022, and up 13% versus 2024.

Speaker #3: Turning to the CW, we continue executing our strategic plan to remain on track to achieve profitability in the fourth quarter with the expectation that we'll improve full-year losses by more than 30% in the year.

Speaker #3: Demonstrating the continued importance of broadcast television for candidates and campaigns, seeking to reach and engage voters. We anticipate a favorable 2026 political season consistent with our combined historical track records and are prepared at legacy Nexstar to manage any changes regarding access to lowest unit rate by PACs and parties without materially impacting our performance.

Speaker #3: While we are facing some near-term advertising headwinds related to Nielsen's transition to big data measurement, improved distribution from our 2025 affiliation renewal cycle will more than offset those impacts.

Speaker #3: We are also further strengthening the CW's burgeoning sports programming with a multi-year broadcast partnership with the Mountain West Conference, beginning this fall and continuing through the 2030-31 seasons.

Speaker #3: Turning to The CW, we continue executing our strategic plan to remain on track to achieve profitability in the fourth quarter, with the expectation that we'll improve full-year losses by more than 30% in the year.

Michael Biard: We continue executing our strategic plan and remain on track to achieve profitability in Q4, with the expectation that we'll improve full-year losses by more than 30% in the year. While we are facing some near-term advertising headwinds related to Nielsen's transition to big data measurement, improved distribution from our 2025 affiliation renewal cycle will more than offset those impacts. We are also further strengthening The CW's burgeoning sports programming with a multi-year broadcast partnership with the Mountain West Conference beginning this fall and continuing through the 2030, 2031 seasons. Under that agreement, The CW will televise 13 football games annually, along with 20 men's and 15 women's basketball games each season. In addition, we added 6 Banana Ball games to our schedule for May and June, broadening the network's overall appeal and audience reach.

Speaker #3: Under that agreement, the CW will televised 13 football games annually, along with 20 men's and 15 women's basketball games each season. In addition, we added six banana ball games to our schedule for May and June, broadening the network's overall appeal and audience reach.

Speaker #3: With 148 additional hours of programming airing in 2026, nearly half of the CW's schedule will be sports or sports-adjacent. Importantly, we are continuing to drive strong results from our sports investments.

Speaker #3: The NASCAR O'Reilly Auto Parts series on the CW has delivered more than 1 million total viewers for each of its first 12 races in the 2026 season.

Speaker #3: In addition, ACC men's and women's basketball concluded the 2025-26 season with record viewership, with total audiences increasing 6% for the men's games and 26% for the women's.

Michael Biard: With 148 additional hours of programming airing in 2026, nearly half of The CW schedule will be sports or sports adjacent. Importantly, we are continuing to drive strong results from our sports investments. The NASCAR O'Reilly Auto Parts series on The CW has delivered more than 1 million total viewers for each of its first 12 races in the 2026 season. In addition, ACC men's and women's basketball concluded the 2025, 2026 season with record viewership, with total audiences increasing 6% for the men's games and 26% for the women's. On the digital front, the marketplace is increasingly endorsing the value of The CW programming, and we are strengthening our brand equity by expanding distribution and unlocking new advertising opportunities through groundbreaking partnerships with leading digital platforms.

Speaker #3: On the digital front, the marketplace is increasingly endorsing the value of CW programming, and we are strengthening our brand equity by expanding distribution and unlocking new advertising opportunities through groundbreaking partnerships with leading digital platforms.

Speaker #3: The NASCAR O'Reilly Auto Parts series on the CW has delivered more than 1 million total viewers for each of its first 12 races in the 2026 season.

Speaker #3: In addition, ACC men's and women's basketball concluded the 2025-26 season with record viewership, with total audiences increasing 6% for the men's games and 26% for the women's.

Speaker #3: We recently announced a deal with ESPN that will make the ESPN app and website the exclusive streaming home for all CW sports. Beginning this summer, fans with an ESPN Unlimited subscription will be able to stream CW sports live across devices and platforms, complementing our free over-the-air broadcasts and MVPD and VMVPD distribution while significantly extending our reach to new audiences and advertisers through ESPN Sports' best-in-class platform.

Michael Biard: We recently announced a deal with ESPN that will make the ESPN app and website the exclusive streaming home for all CW sports. Beginning this summer, fans with an ESPN Unlimited subscription will be able to stream CW Sports live across devices and platforms, complementing our free over-the-air broadcasts and MVPD and vMVPD distribution, while significantly extending our reach to new audiences and advertisers through ESPN's best-in-class platform. We also announced a partnership with Roku, the largest AVOD platform in the US, which will bring CW entertainment programming to The Roku Channel for next day streaming, beginning with the broadcast season this coming fall. This partnership will provide access to more than half of US broadband households through a dedicated CW-branded vertical hub, further enhancing our digital footprint and monetization capabilities.

Speaker #3: We also announced a partnership with Roku, the largest AVOD platform in the United States, which will bring CW entertainment programming to the Roku channel for next-day streaming beginning with the broadcast season this coming fall.

Speaker #3: This partnership will provide access to more than half of US broadband households through a dedicated CW-branded vertical hub, further enhancing our digital footprint and monetization capabilities.

Speaker #3: To close, we are focused on expanding reach and unlocking new monetization opportunities across our portfolio by leveraging our growing sports programming, multi-platform distribution, and digital partnerships to drive incremental value.

Speaker #3: Best-in-class platform. We also announced a partnership with Roku, the largest AVOD platform in the United States, which will bring CW entertainment programming to the Roku channel for next-day streaming beginning with the broadcast season this coming fall.

Speaker #3: At the CW, this includes scaling live sports and extending distribution through partnerships like ESPN and Roku. At NewsNation, we continue to build a differentiated, fact-based, national news offering that can be monetized across linear, digital, and on-demand platforms.

Michael Biard: To close, we are focused on expanding reach and unlocking new monetization opportunities across our portfolio by leveraging our growing sports programming, multi-platform distribution, and digital partnerships to drive incremental value. At The CW, this includes scaling live sports and extending distribution through partnerships like ESPN and Roku. At NewsNation, we continue to build a differentiated, fact-based national news offering that can be monetized across linear, digital, and on-demand platforms. Consistent with Nexstar's view that programming must reach audiences wherever they are, we are prioritizing broader distribution, improved ad monetization across platforms, and exploiting new revenue streams that position us to compete more effectively in a rapidly evolving media landscape. With that, it's my pleasure to turn the call back over to Leigh Ann for the remainder of the financial review.

Speaker #3: Consistent with Nextstar's view that programming must reach audiences wherever they are, we are prioritizing broader distribution, improved ad monetization across platforms, and exploiting new revenue streams that position us to compete more effectively in a rapidly evolving media landscape.

Speaker #3: And with that, it's my pleasure to turn the call back over to Leanne for the remainder of the financial review.

Speaker #1: Hello again. Combined first quarter direct operating and SG&A expenses, excluding depreciation and amortization, and corporate expenses increased by 76 million dollars, driven primarily by 73 million of recurring incremental expense from the acquisition of Tegna and 4 million of one-time expenses related to cost reduction initiatives taken at legacy Nextstar.

Speaker #3: Consistent with Nexstar's view that programming must reach audiences wherever they are, we are prioritizing broader distribution, improved ad monetization across platforms, and exploiting new revenue streams that position us to compete more effectively in a rapidly evolving media landscape.

Speaker #1: Excluding one-time expenses, first quarter recurring cash operating expenses were lower by 1 million for Nextstar's legacy business expense was 106 million, including non-cash compensation expense of 20 million, compared to 52 million, including non-cash compensation expense of 18 million in the first quarter of 2025.

Speaker #3: And with that, it's my pleasure to turn the call back over to Leanne for the remainder of the financial review.

Speaker #2: Hello again. Combined first-quarter direct operating and SG&A expenses excluding depreciation and amortization and corporate expenses increased by 76 million dollars driven primarily by 73 million of recurring incremental expense from the acquisition of Tegna and 4 million of one-time expenses related to cost reduction initiatives taken at legacy Nexstar.

Lee Ann Gliha: Hello again. Combined Q1 direct operating and SG&A expenses, excluding depreciation and amortization and corporate expenses, increased by $76 million, driven primarily by $73 million of recurring incremental expense from the acquisition of Tegna and $4 million in one-time expenses related to cost reduction initiatives taken at Legacy Nexstar. Excluding one-time expenses, Q1 recurring cash operating expenses were lower by $1 million for Nexstar's Legacy business unit. Q1 2026 corporate expense was $106 million, including non-cash compensation expense of $20 million, compared to $52 million, including non-cash compensation expense of $18 million in Q1 2025. The increase of $54 million is primarily due to $38 million of one-time costs associated with our Tegna acquisition.

Speaker #1: The increase of 54 million is primarily due to 38 million dollars of one-time costs associated with our Tegna acquisition. Q1 2026 amortization of broadcast rights included in our definition of adjusted EBITDA was 72 million dollars, a reduction of 16 million from 88 million in the first quarter of 2025, primarily due to timing of programming at the CW.

Speaker #2: Excluding one-time expenses, first-quarter recurring cash operating expenses were lower by 1 million for Nexstar's legacy business unit. Q1 2026 corporate expense was 106 million, including non-cash compensation expense of 20 million, compared to 52 million, including non-cash compensation expense of 18 million in the first quarter of 2025.

Speaker #1: Q1 2026 income from equity method investments, which primarily reflects our 31% ownership in TV Food Network, declined by 4 million in the quarter, or 50%, primarily related to TV Food Network's lower revenue.

Speaker #2: The increase of 54 million is primarily due to 38 million dollars of one-time costs associated with our Tegna acquisition. Q1 2026 amortization of broadcast rights, included in our definition of adjusted EBITDA, was 72 million dollars, a reduction of 16 million from 88 million in the first quarter of 2025, primarily due to timing of programming at the CW.

Speaker #1: Putting it all together, on a consolidated basis, first quarter adjusted EBITDA was 470 million, representing a 33.7% margin, and an increase of 89 million, from the 2025 first quarter of 381 million.

Lee Ann Gliha: Q1 2026 amortization of broadcast rights included in our definition of adjusted EBITDA was $72 million, a reduction of $16 million from $88 million in Q1 2025, primarily due to timing of programming at The CW. Q1 2026 income from equity method investments, which primarily reflects our 31% ownership in TV Food Network, declined by $4 million in the quarter, or 50%, primarily related to TV Food Network's lower revenue. Putting it all together on a consolidated basis, Q1 adjusted EBITDA was $470 million, representing a 33.7% margin and an increase of $89 million from the 2025 Q1 of $381 million. Tegna operations accounted for $31 million of this difference, with the remainder due primarily to the political cycle.

Speaker #1: Tegna operations accounted for 31 million dollars of this difference, with the remainder due primarily to the political cycle. Excluding Tegna, legacy Nextstar generated 439 million of adjusted EBITDA.

Speaker #2: Q1 2026 income from equity method investments, which primarily reflects our 31% ownership in TV Food Network, declined by 4 million in the quarter, or 50%, primarily related to TV Food Network's lower revenue.

Speaker #1: Moving to the components of free cash flow and adjusted free cash flow. First quarter capex was 22 million dollars, a decrease of 13 million from 35 million in the first quarter of last year, primarily due to delayed spending given the pendency of and plans related to the Tegna acquisition.

Speaker #2: Putting it all together, on a consolidated basis, first-quarter adjusted EBITDA was 470 million, representing a 33.7% margin, and an increase of 89 million, from the 2025 first quarter of 381 million.

Speaker #1: First quarter net interest expense was 120 million, an increase of 23 million from the first quarter of 2025 due primarily to 22 million dollars of one-time commitment and funding fees associated with the temporary bridge loans in connection with the acquisition of Tegna, and the refinancing of certain Tegna basis, this compares to 94 million in the first quarter of 2026 versus 95 million in Q1 2025.

Speaker #2: Tegna operations accounted for 31 million dollars of this difference, with the remainder due primarily to the political cycle. Excluding Tegna, legacy Nexstar generated 439 million of adjusted EBITDA.

Lee Ann Gliha: Excluding Tegna, legacy Nexstar generated $439 million of adjusted EBITDA. Moving to the components of free cash flow and adjusted free cash flow. Q1 CapEx was $22 million, a decrease of $13 million from $35 million in Q1 of last year, primarily due to delayed spending given the pendency of and plans related to the Tegna acquisition. Q1 net interest expense was $120 million, an increase of $23 million from Q1 2025, due primarily to $22 million of one-time commitment and funding fees associated with the temporary bridge loans in connection with the acquisition of Tegna and the refinancing of certain Tegna indebtedness. On a recurring cash basis, this compares to $94 million in Q1 2026 versus $95 million in Q1 2025.

Speaker #2: Moving to the components of free cash flow and adjusted free cash flow. First-quarter CapEx was 22 million dollars, a decrease of 13 million from 35 million in the first quarter of last year, primarily due to delayed spending given the pendency of and plans related to the Tegna acquisition.

Speaker #1: First quarter operating cash taxes were 1 million, as the first quarter cash taxes are related to state taxes. Payments for capitalized software obligations, net of proceeds from disposal of assets and insurance recoveries, were 3 million dollars, both in the first quarter of this year and last.

Speaker #2: First-quarter net interest expense was 120 million, an increase of 23 million from the first quarter of 2025 due primarily to 22 million dollars of one-time commitment and funding fees associated with the temporary bridge loans in connection with the acquisition of Tegna and the refinancing of certain Tegna embeddedness.

Speaker #1: In Q1, cash programming amortization costs were greater than cash payments by 10 million, as certain programming payments were deferred. As we received we also received an 84 million dollar distribution from Food Network related to the 2025 operating cash flows, greater than the 21 million dollars of income from unconsolidated investments reported on our income statement.

Speaker #2: On a recurring cash basis, this compares to 94 million in the first quarter of 2026 versus 95 million in Q1 2025. First-quarter operating cash taxes were 1 million, as the first-quarter cash taxes are related to state taxes.

Lee Ann Gliha: Q1 operating cash taxes were $1 million, as the Q1 cash taxes are related to state taxes. Payments for capitalized software obligations, net of proceeds from disposal of assets and insurance recoveries were $3 million, both in the Q1 of this year and last. In Q1, cash programming amortization costs were greater than cash payments by $10 million, as certain programming payments were deferred. As we received, we also received an $84 million distribution from Food Network related to the 2025 operating cash flows, greater than the $21 million of income from unconsolidated investments reported on our income statement. Putting this all together, consolidated Q1 2026 adjusted free cash flow was $420 million as compared to $348 million last year.

Speaker #2: Payments for capitalized software obligations, net of proceeds from disposable assets and insurance recoveries, were 3 million dollars, both in the first quarter of this year and last.

Speaker #1: Putting this all together, consolidated first quarter 2026 adjusted free cash flow was 420 million dollars, as compared to 348 million dollars last year. Excluding the impact of Tegna, legacy Nextstar generated 400 million of adjusted free cash flow.

Speaker #2: In Q1, cash programming amortization costs were greater than cash payments by 10 million, as certain programming payments were deferred. As we receive we also received an 84 million dollar distribution from Food Network related to the 2025 operating cash flows, greater than the 21 million dollars of income from unconsolidated investments recorded on our income statement.

Speaker #1: We are currently projecting capex in the 45 million dollar range in Q2. Second quarter cash taxes are estimated in the 152 million dollar range.

Speaker #1: And from an interest perspective, our run rate quarterly interest expense based on our current balances outstanding as of April 30th is about 187 and a half million dollars.

Speaker #2: Putting this all together, consolidated first quarter 2026 adjusted free cash flow was 420 million dollars, as compared to 348 million dollars last year. Excluding the impact of Tegna, legacy Nexstar generated 400 million of adjusted free cash flow.

Speaker #1: That amount will fluctuate with SOFA rates and reduce as we repay debt. In Q2 2026, payments for programming are expected to be in excess of amortization by about 5 million dollars.

Lee Ann Gliha: Excluding the impact of Tegna, legacy Nexstar generated $400 million of adjusted free cash flow. We are currently projecting CapEx in the $45 million range in Q2. Q2 cash taxes are estimated in the $152 million range. From an interest perspective, our run rate quarterly interest expense based on our current balances outstanding as of 30 April is about $187.5 million. That amount will fluctuate with SOFR rates and reduce as we repay debt. In Q2 2026, payments for programming are expected to be in excess of amortization by about $5 million. Turning now to capital allocation in our balance sheet. Together with the cash from operations generated in the quarter and cash on hand, we returned $56 million to shareholders in the form of dividends.

Speaker #2: We are currently projecting CapEx in the 45 million dollar range in Q2. Second-quarter cash taxes are estimated in the 152 million dollar range. And from an interest perspective, our run rate quarterly interest expense based on our current balances outstanding as of April 30th is about 187 and a half million dollars.

Speaker #1: Turning now to capital allocation in our balance sheet. Together with the cash from operations generated in the quarter and cash on hand, we returned 56 million dollars to shareholders in the form of dividends.

Speaker #1: We made no repurchase. Repurchases, and we used excess cash to fund the acquisition of Tegna and repay 28 million dollars of mandatory amortization payments on our debt.

Speaker #2: That amount will fluctuate with SOFR rates and reduce as we repay debt. In Q2 2026, payments for programming are expected to be in excess of amortization by about 5 million dollars.

Speaker #1: Nextstar's outstanding debt at March 31st, 2026, was 12.1 billion dollars, an increase from 6.3 billion at year-end, reflecting the impact of the Tegna acquisition.

Speaker #2: Turning now to capital allocation in our balance sheet. Together with the cash from operations generated in the quarter and cash on hand, we returned 56 million dollars to shareholders in the form of dividends.

Speaker #1: Our cash balance at quarter-end was 3,179 million, including 12 million of cash related to the CW. Because we designated the CW as an unrestricted subsidiary, the losses associated with the CW are not accounted for in our calculation of leverage for purposes of our credit agreement.

Speaker #2: We made no repurchase. Repurchases, and we used excess cash to fund the acquisition of Tegna and repay 28 million dollars of mandatory amortization payments on our debt.

Lee Ann Gliha: We made no repurchases, and we used excess cash to fund the acquisition of Tegna and repay $28 million of mandatory amortization payments on our debt. Nexstar's outstanding debt at 31 March 2026 was $12.1 billion, an increase from $6.3 billion at year-end, reflecting the impact of the Tegna acquisition. Our cash balance at quarter end was $379 million, including $12 million of cash related to The CW. Because we designated The CW as an unrestricted subsidiary, the losses associated with The CW are not accounted for in our calculation of leverage for purposes of our credit agreement.

Speaker #1: In addition, our credit agreement allows us to include the adjusted EBITDA of Tegna as if we acquired the business on the first day of the period presented, to add back one-time expenses related to the deal and any operational restructuring, and to include the impact of any synergies we expect to realize within 18 months of the close of the transaction, which we continue to expect we will be able to do just on a delayed timeframe.

Speaker #2: Nexstar's outstanding debt at March 31st, 2026, was 12.1 billion dollars, an increase from 6.3 billion at year-end, reflecting the impact of the Tegna acquisition.

Speaker #2: Our cash balance at quarter-end was 3,179 million, including 12 million of cash related to the CW. Because we designated the CW as an unrestricted subsidiary, the losses associated with the CW are not accounted for in our calculation of leverage for purposes of our credit agreement.

Speaker #1: As such, our net first lien covenant ratio at March 31st, 2026, for the last eight quarters annualized was 2.94 times, which is well below our first lien and only covenant of 4.75 times.

Speaker #2: In addition, our credit agreement allows us to include the adjusted EBITDA of Tegna as if we acquired the business on the first day of the period presented, to add back one-time expenses related to the deal and any operational restructuring, and to include the impact of any synergies we expect to realize within 18 months of the close of the transaction, which we continue to expect we will be able to do just on a delayed timeframe.

Lee Ann Gliha: In addition, our credit agreement allows us to include the adjusted EBITDA of Tegna as if we acquired the business on the first day of the period presented, to add back one-time expenses related to the deal and any operational restructuring, and to include the impact of any synergies we expect to realize within 18 months of the close of the transaction, which we continue to expect we will be able to do just on a delayed timeframe. As such, our net first lien covenant ratio at 31 March 2026 for the last 8 quarters annualized was 2.94x, which is well below our first lien and only covenant of 4.75x.

Speaker #1: Our covenant increased from 4.25 to 4.75 for this quarter, and for the next three consecutive fiscal quarters after the acquisition, as permitted under our credit agreement.

Speaker #1: Our total net leverage for Nextstar was 3.84 times at quarter-end, using the same calculation methodology. Subsequent to quarter-end, we repaid in full our 150 million dollar short-term term loan A and made 4 million dollars of mandatory amortization payments.

Speaker #2: As such, our net first lien covenant ratio at March 31st, 2026, for the last eight quarters annualized was 2.94 times, which is well below our first lien and only covenant of 4.75 times.

Speaker #1: We also closed on the refinancing of our 2027 senior notes with new 1.725 billion dollars of 7.25% senior notes due 2034. Our Q2 2026 cash flow will be deployed first to fulfill our mandatory obligations, including debt repayments, pension and defined benefit plan contributions, our dividend, and then optionally repay any additional debt with excess cash flow.

Speaker #2: Our covenant increased from 4.25 to 4.75 for this quarter, and for the next three consecutive fiscal quarters after the acquisition, as permitted under our credit agreement.

Lee Ann Gliha: Our covenant increased from 4.25 to 4.75 for this quarter and for the next three consecutive fiscal quarters after the acquisition, as permitted under our credit agreement. Our total net leverage for Nexstar was 3.84 times at quarter end using the same calculation methodology. Subsequent to quarter end, we repaid in full our $150 million short-term Term Loan A and made $4 million of mandatory amortization payments. We also closed on the refinancing of our 2027 senior notes with new $1.725 billion of 7.25% senior notes due 2034. Our Q2 2026 cash flow will be deployed first to fulfill our mandatory obligations, including debt repayments, pension and defined benefit plan contributions, our dividend, and then optionally repay any additional debt with excess cash flow.

Speaker #2: Our total net leverage for Nexstar was 3.84 times at quarter-end, using the same calculation methodology. Subsequent to quarter-end, we repaid in full our 150 million dollar short-term term loan A and made 4 million dollars of mandatory amortization payments.

Speaker #1: With that, I'll open up the call for questions. Operator, can you go to the first question?

Speaker #2: We also closed on the refinancing of our 2027 senior notes with new 1.725 billion dollars of 7.25% senior notes due 2034. Our Q2 2026 cash flow will be deployed first to fulfill our mandatory obligations, including debt repayments, pension and defined benefit plan contributions, our dividend, and then optionally repay any additional debt with excess cash flow.

Speaker #2: Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad.

Speaker #2: A confirmation tone will indicate your line is in the question queue. You may press star two to remove yourself from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key.

Speaker #2: With that, I'll open up the call for questions. Operator, can you go to the first question?

Lee Ann Gliha: With that, I'll open up the call for questions. Operator, can you go to the first question?

Speaker #2: Your first question comes from Dan Kernow with Stonex. Please go ahead.

Speaker #3: Great. Thanks. Good morning. First, Perry, appreciate your willingness to be as open and straightforward with us on the process. I guess first part of the question is, you gave us all of the current existing pieces.

Speaker #3: Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad.

Operator 2: Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two to remove yourself from the queue. For parties even using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Your first question comes from Dan Kurnos with StoneX. Please go ahead.

Operator: Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two to remove yourself from the queue. For parties even using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Your first question comes from Dan Kurnos with StoneX. Please go ahead.

Speaker #3: A confirmation tone will indicate your line is in the question queue. You may press star two to remove yourself from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys.

Speaker #3: Are there any other rulings, actions, or events that you foresee in the ecosystem either from the FCC or others that could influence the trial outside of a settlement or your appeal process?

Speaker #3: Your first question comes from Dan Kernows with Stonex. Please go ahead.

Speaker #3: And as Leanne mentioned, I think you guys pulled back a little on capex. Is there any difference in day-to-day operations or focus on incremental cash preservation while this process unfolds?

Speaker #1: Great. Thanks. Good morning. First, Perry, appreciate your willingness to be as open and straightforward with us on the process. I guess first part of the question is, you gave us all of the current existing pieces.

Daniel Kurnos: Great. Thanks. Good morning. First, Perry, appreciate your willingness to be as open and straightforward with us on the process. I guess first part of the question is, you gave us all of the current existing pieces. Are there any other rulings, actions, or events, that you foresee in the ecosystem, either from the FCC or others, that could influence the trial outside of a settlement or your appeal process? As Leanne mentioned, I think you guys pulled back a little on CapEx. Is there any difference in day-to-day operations or focus on incremental cash preservation while this process unfolds? Just a quick one for Leanne. I totally appreciate that you can't give guidance under the circumstance.

Speaker #3: And then just a quick one for Leanne. I totally appreciate that you can't give guidance under the circumstance. I guess you're kind of directing us to look at what you have said publicly around 2026 and what Tegna had put out previously as sort of the yardstick, if that's right.

Speaker #1: Are there any other rulings, actions, or events that you foresee in the ecosystem either from the FCC or others that could influence the trial outside of a settlement or your appeal process?

Speaker #3: That would just be helpful to get some clarity there. Thank you.

Speaker #1: And as Leanne mentioned, I think you guys pulled back a little on CapEx. Is there any difference in day-to-day operations or focus on incremental cash preservation while this process unfolds?

Speaker #4: Dan, I'll take the first part and then turn over to Leanne. I think we gave you the complete laundry list of all threatened and pending litigation that we're aware of at this time.

Speaker #1: And then just a quick one for Leanne. I totally appreciate that you can't give guidance under the circumstance. I guess you're kind of directing us to look at what you have said publicly around 2026 and what Tegna had put out previously as sort of the yardstick, if that's right.

Speaker #4: We're not aware of anything else that is in the offing. So I think you know everything we know in terms of what's in front of us at this time.

Daniel Kurnos: I guess you're kind of directing us to look at what you have said publicly around 2026 and what Tegna had put out previously as sort of the yardstick. If that's right, that would just be helpful to get some clarity there. Thank you.

Speaker #4: And I'll turn over to Leanne on capital preservation and the other aspects of your question.

Speaker #1: That would just be helpful to get some clarity there. Thank you.

Speaker #5: Yeah. Thanks, Dan. I think on the capex side, we just had a little bit of delay in the capex because we had anticipated some different strategies when we combined with Tegna.

Perry Sook: Dan, I'll take the first part and then turn it over to Lee Ann. I think we gave you the complete laundry list of all threatened impending litigation that we're aware of at this time. We're not aware of anything else that is in the offing. I think you know everything we know in terms of what's in front of us at this time. I'll turn it over to Lee Ann on capital preservation.

Speaker #4: Dan, I'll take the first part and then turn it over to Leanne. I think we gave you the complete laundry list of all threatened and pending litigation that we're aware of at this time.

Speaker #5: But that will all catch up over the course of the year. So I think you can think of Nextstar as continuing to execute on our plan, doing as an excellent operational job as we normally do on a go-forward basis.

Speaker #4: We're not aware of anything else that is in the offing. So I think you know everything we know in terms of what's in front of us at this time.

Speaker #5: We're completely dialed in and focused on executing on the Nextstar plan. And I think Tegna similarly is focused on executing their plan. And we're not going to be providing any sort of longer-term guidance with respect to either company at this point.

Speaker #4: And I'll turn it over to Leanne on capital preservation and the other aspects of your question.

Lee Ann Gliha: Yeah

Perry Sook: The other aspects of your question.

Lee Ann Gliha: I think, Dan, I think on the CapEx side, we just had a little bit of delay in the CapEx because we had anticipated, you know, some different strategies when we combined with Tegna, that will all catch up over the course of the year. I think you can think of Nexstar as continuing to execute on our plan, doing as, you know, an excellent operational job as we normally do on a go-forward basis. We're completely dialed in and focused on executing on the Nexstar plan, and I think Tegna similarly is focused on executing their plan. You know, we're not gonna be providing any sort of, you know, longer term guidance with respect to either company at this point.

Speaker #5: Yeah. Thanks, Dan. I think on the CapEx side, we just had a little bit of delay in the CapEx because we had anticipated some different strategies when we combined with Tegna.

Speaker #5: But that will all catch up over the course of the year. So I think you can think of Nexstar as continuing to execute on our plan, doing as an excellent operational job as we normally do on a go-forward basis where a completely dialed-in and focused on executing on the Nexstar plan.

Speaker #3: Okay. Fair enough. Thanks, guys, and good luck.

Speaker #5: Thank you.

Speaker #2: Next question, Patrick Scholl with Barrington Research. Please go ahead.

Speaker #6: Hi. Thanks for taking the questions. Just another follow-up on the M&A or I guess the litigation. Holding the two companies separately, has that provided any sort of update on how informing how you would want to approach operating them together and if the litigations resolve successfully?

Speaker #5: And I think Tegna, similarly, is focused on executing their plan, and we're not going to be providing any sort of longer-term guidance with respect to either company at this point.

Speaker #1: Okay. Fair enough. Thanks, guys, and good luck.

Daniel Kurnos: Okay. Fair enough. Thanks, guys, and good luck.

Speaker #5: Thank you.

Lee Ann Gliha: Thank you.

Speaker #3: Next question, Patrick Scholl with Barrington Research. Please go ahead.

Operator 2: Next question, Patrick Sholl with Barrington Research. Please go ahead.

Operator: Next question, Patrick Sholl with Barrington Research. Please go ahead.

Patrick Sholl: Hi. Thanks for taking the questions. Just, you know, just another follow-up on the M&A or I guess the litigation. Holding the two companies separately, has that provided, like, any sort of, like, update on how informing how you would want to approach operating them together and if the litigation's resolved successfully?

Speaker #4: Well, the whole separate order also requires that Tegna operate within the interim operating covenants that were in place prior to the closing of the transaction.

Speaker #4: So we do have those guardrails. And I think we have the ability to have conversations with Tegna. Obviously, they are required and have done an excellent job of doing so, even on the stub period, of providing financial information so that we can present consolidated financials for all of the entities that we own.

Speaker #4: Well, the whole separate order also requires that Tegna operate within the interim operating covenants that were in place prior to the closing of the transaction.

Perry Sook: Well, the hold separate order also requires that Tegna operate within the interim operating covenants that were in place prior to the closing of the transaction. We do have those guardrails. And I think, you know, we have the ability to have conversations with Tegna. Obviously, they are required and have done an excellent job of doing so, even in the stub period of providing financial information so that we can present consolidated financials for all of the entities that we own. But other than that, I, you know, I don't think there's any additional read-through in terms of how we'll operate things, you know, post hold separate order. I think that plan's pretty well baked in place. Lee Ann?

Speaker #4: But other than that, I don't think there's any additional read-through in terms of how we'll operate things post-hold separate order. I think that plans pretty well baked and in place.

Speaker #4: So we do have those guardrails. And I think we have the ability to have conversations with Tegna. Obviously, they are required and have done an excellent job of doing so even on the STUB period of providing financial information so that we can present consolidated financials for all of the entities that we own.

Speaker #5: Yeah. I will just echo that. I think if and when we get this resolved, we will be executing on our plan as we had originally intended.

Speaker #5: So subject to whatever comes out of that, the process in the interim.

Speaker #4: But other than that, I don't think there's any additional read-through in terms of how we'll operate things post-hold separate order. I think that plan's pretty well baked and in place.

Speaker #3: Okay. And then just in terms of just the general environment, is there any sort of impact from the resolution of the tariff issue in terms of advertiser enthusiasm?

Speaker #5: Yeah. I will just echo that. I think if and when we get this resolved, we will be executing on our plan as we had originally intended.

Lee Ann Gliha: Yeah. I will just echo that. I think, you know, if and when we get this resolved, you know, we will be executing on our plan as we had originally intended, so, subject to whatever, you know, comes out of that, the process in the interim.

Speaker #3: Or has other events kind of offset some of any potential benefits on that side?

Speaker #5: Not in particular, no. I think what we are seeing is a little bit of a weaker advertising environment in the second quarter than we did see in the first quarter.

Speaker #5: So subject to whatever comes out of that, the process in the interim.

Speaker #1: Okay. And then just in terms of just the general environment, is there any sort of impact from the resolution of the tariff issue in terms of advertiser enthusiasm?

Patrick Sholl: Okay. Just in terms of just the general environment, like, is there any, like, sort of impact from the resolution of the tariff issue in terms of advertiser enthusiasm? Or has other events, kind of, offset some of any potential benefit on that side?

Speaker #5: So I wouldn't say there was anything in particular with respect to the tariffs. I would also just remind you that we've got about 60% of our advertising is coming from services-based companies, which we're not impacted by the tariffs.

Speaker #1: Or has other events kind of offset some of any potential benefit on that side?

Speaker #3: Okay. Thank you.

Speaker #5: Thanks.

Lee Ann Gliha: Not in particular, no. I think what we are seeing is a little bit of a weaker advertising environment in Q2 than we did see in Q1. I wouldn't say there was anything in particular with respect to the tariffs. I would also just remind you that we've got about, you know, 60% of our advertising is coming from services-based companies, which were not impacted by the tariffs.

Speaker #2: Next question, Aaron Wachs with Deutsche Bank. Please go ahead.

Speaker #5: Not in particular, no. I think what we are seeing is a little bit of a weaker advertising environment in the second quarter than we did see in the first quarter.

Speaker #6: Hey, everyone. Thanks for having me on. Two questions. Just a follow-up on seeing the softness amongst your large verticals as you look at Q2, Q3, Q4?

Speaker #6: And what's the messaging from your ad partners and how they're thinking about the ad environment right now?

Speaker #1: Okay. Thank you.

Speaker #5: Yeah. So, Aaron, there's really not any kind of one category or any major categories to flag. Mike and his comments gave you kind of our top and bottom categories.

Patrick Sholl: Okay. Thank you.

Speaker #5: Thanks.

Lee Ann Gliha: Thanks.

Speaker #3: Next question, Aaron Watts with Deutsche Bank. Please go ahead.

Operator 2: Next question, Aaron Watts with Deutsche Bank. Please go ahead.

Operator: Next question, Aaron Watts with Deutsche Bank. Please go ahead.

Speaker #6: Hey, everyone. Thanks for having me on. Two questions. Just a follow-up on advertising. Dan, where are you seeing the softness amongst your large verticals as you look at 2Q, 3Q?

Aaron Watts: Hey, everyone. Thanks for having me on. Two questions. Just a follow-up on advertising. Dan, where are you seeing the softness amongst your large verticals as you look at Q2, Q3? What's the messaging from your ad partners and how they're thinking about the ad environment right now?

Speaker #5: But there's not any sort of major differential. What I tend to look at is I look at our categories, and I look at which ones are increasing versus decreasing on a quarter-to-quarter basis.

Speaker #6: And what's the messaging from your ad partners and how they're thinking about the ad environment right now?

Speaker #5: And last quarter, it was about 50/50, and this quarter, it's about two-thirds decreasing and one-third increasing. So I think it's just kind of a general overall weakness.

Speaker #5: Yeah. So, Aaron, there's really not any kind of one category or any major categories to flag. Mike and his comments gave you kind of our top and bottom categories.

Lee Ann Gliha: Aaron, there's really not any kind of one category or any major categories to flag. Mike, in his comments, gave you kind of our top and bottom categories, but there's not any sort of major differential. What I tend to look at is I look at our categories, and I look at which ones are increasing versus decreasing on a quarter-to-quarter basis, and last quarter was about 50/50, and this quarter it's about 2/3 decreasing and 1/3 increasing. I think it's just kind of a general overall weakness. I don't think we have any particular, you know, aha moment in terms of any specific category. It's just a across-the-board sort of general trend.

Speaker #5: I don't think we have any particular aha moment in terms of any specific category. It's of general trend.

Speaker #4: Aaron, I would just add to that saying that we have a one large home improvement advertiser that has gone silent for a period of time that's affecting our numbers.

Speaker #5: And last quarter, it was about 50/50, and this quarter, it's about two-thirds decreasing and one-third increasing. So I think it's just kind of a general overall weakness.

Speaker #4: We have some pharma advertising that has not returned as of yet. And then the Mets were playing better; our numbers would be better on picks.

Speaker #5: I don't think we have any particular aha moment in terms of any specific category. It's just across the board sort of general trend.

Speaker #4: And our ad sales would be better there. There's a lot of little things, but as Leanne said, I don't think there's any one big thing.

Speaker #4: Aaron, I would just add to that saying that we have a one large home improvement advertiser that has gone silent for a period of time that's affecting our numbers.

Perry Sook: Aaron, I would just add to that saying that, you know, we have a, you know, one large home improvement advertiser that has gone silent for a period of time that's affecting our numbers. We have some pharma advertising that has not returned as of yet. You know, if the Mets were playing better, our numbers would be better on PIX and our ad sales would be better there. There's a lot of little things, I, as Lee Ann said, I don't think there's any one big thing.

Speaker #4: I will say, as I was driving to the office this morning, and I drove past the gas stations that I pass every day, and for the first time saw a four-handle to the left of the decimal point in terms of the price per gallon.

Speaker #4: We have some pharma advertising that has not returned as of yet. And then if the Mets were playing better, our numbers would be better on picks.

Speaker #4: And I think that is having some effect my understanding that people getting tax refunds that are at the lower end of the socioeconomic ladder.

Speaker #4: And our ad sales would be better there. There's a lot of little things, but as Leanne said, I don't think there's any one big thing.

Speaker #4: That money hasn't flown back into the economy at this point. I think people are holding on to that money longer. And perhaps to see how things turn out in terms of oil prices and things of that.

Speaker #4: I will say, as I was driving to the office this morning, and I drove past the gas stations that I pass every day, and for the first time saw a forehandle to the left of the decimal point in terms of the price per gallon.

Perry Sook: I will say, as I was driving to the office this morning, I drove past, like, our gas stations that I pass every day and, you know, for the first time saw a 4 handle to the left of the decimal point in terms of the price per gallon. I think that is having some effect. My understanding that people getting tax refunds that are at the lower end of the socioeconomic ladder, that money hasn't flown back into the economy at this point. I think people are holding onto that money longer and perhaps to see how things turn out in terms of oil prices and things of that. I think there's just a conservatism at this moment in time, but I don't think there's anything overarching beyond that.

Speaker #4: So I think there's just a conservatism at this moment in time. But I don't think there's anything overarching beyond that.

Speaker #4: And I think that is having some effect my understanding that people getting tax refunds that are at the lower end of the socioeconomic ladder that money hasn't flown back into the economy at this point.

Speaker #3: Okay. That's helpful context. And if I could get one more in, one question around capital allocation and leverage at the close of Tegna. You agreed to sell certain stations in tandem with getting that deal approved.

Speaker #4: I think people are holding on to that money longer and perhaps to see how things turn out in terms of oil prices and things of that.

Speaker #3: Do you set synergy target? Do you outline your term capital allocation policies and laid out pro forma leverage goals? Based on the deal construct, to the extent assumptions that went into all of that were to change, whether it's required station divestitures, synergies, etc., how might capital allocation move with it?

Speaker #4: So I think it's just a conservatism at this moment in time. But I don't think there's anything overarching beyond that.

Speaker #1: Okay. That's helpful context. And if I could get one more in, one question around capital allocation and leverage at the close of Tegna. You agreed to sell certain stations in tandem with getting that deal approved.

Aaron Watts: Okay. That's helpful context. If I could get 1 more in, 1 question around capital allocation and leverage. You know, at the close of Tegna, you agreed to sell certain stations, and in tandem with getting that deal approved. You set synergy targets. You outlined near-term capital allocation policies and laid out pro forma leverage goals, based on the deal construct. To the extent assumptions that went into all that were to change, whether it's required station divestitures, synergies, et cetera, how might capital allocation move with it? You know, appreciating the debt pay down you highlighted today, how important is it to you to maintain the conservative leverage profile you have historically, even if it means delaying other potential outlets for your cash?

Speaker #3: Appreciating the debt paydown you highlighted today, how important is it to you to maintain the conservative leverage profile you have historically? Even if it means delaying other potential outlets for your cash.

Speaker #1: You set synergy target. You outlined your term capital allocation policies and laid out pro forma leverage goals. Based on the deal construct, to the extent assumptions that went into all of that were to change whether it's required station divestitures, synergies, etc., how might capital allocation move with it?

Speaker #5: Aaron, we can't really necessarily comment on what might be what could be. But I think our track record is that we really look to deleverage the business.

Speaker #5: These are excess cash flow to deleverage to get to we don't want to be overlevered. We know the public market appreciates lower leveraged companies.

Speaker #1: Appreciating the debt paydown you highlighted today, how important is it to you to maintain the conservative leverage profile you have historically even if it means delaying other potential outlets for your cash?

Speaker #5: And so our focus is going to be to continue on that plan. And with our historical track record of deleveraging post-transactions. Clearly, we're still paying down debt in this environment.

Speaker #5: Aaron, we can't really necessarily comment on what might be what could be. But I think our track record is that we really look to deleverage the business, use our excess cash flow to deleverage to get to we don't want to be overlevered.

Lee Ann Gliha: Aaron, we can't really necessarily comment on what might be, what could be, but I think our track record is that we really look to deleverage the business, use our excess cash flow to deleverage, we don't wanna be overlevered. We know, you know, the public market appreciates lower leveraged companies. Our, our focus is gonna be to, you know, to continue on that plan and with our historical track record of deleveraging post-transaction. Clearly we're still paying down debt in this environment. We've paid down $150 million optionally after the end of the quarter. That's, you know, I think you're gonna continue to see that, especially as we flow through 2026 as a political year and have a lot of additional cash flow to achieve that.

Speaker #5: We've paid down 150 million dollars optionally after the end of the quarter. And that's I think you're going to continue to see that, especially as we flow through 2026 as a political.

Speaker #5: We know the public market appreciates lower leveraged companies. And so our focus is going to be to continue on that plan. And with our historical track record of deleveraging post-transactions, clearly, we're still paying down debt in this environment.

Speaker #5: And have a lot of additional cash flow to achieve that.

Speaker #3: Thank you for the time, as always.

Speaker #2: Next question. Steven Cajal with Wells Fargo and Company. Please proceed.

Speaker #6: Thanks. So you outlined some of the ways that you won't be able to integrate Tegna Can you talk about some of the things that you can do that are arm's length?

Speaker #5: dollars optionally after the end of the quarter. And that's I think you're going to continue to see that, especially as we flow through 2026 as a political year and have a lot of additional cash flow to achieve that.

Speaker #6: I don't know if there's collaborations through Premion or digital content or news reporting. Or do the terms right now really require it to be almost a beyond arm's length subsidiary?

Speaker #1: Thank you for the time, as always.

Aaron Watts: Thank you for the time, as always.

Speaker #3: Next question. Stephen Cahal with Wells Fargo and Company. Please proceed.

Operator 2: Next question, Steven Cahall with Wells Fargo & Company. Please proceed.

Operator: Next question, Steven Cahall with Wells Fargo & Company. Please proceed.

Speaker #6: And then Leanna, I just wanted a clarification. You said you have access to Tegna's excess free cash flow, which you can use for debt repayment.

Speaker #6: Thanks. So you outlined some of the ways that you won't be able to integrate Tegna Can you talk about some of the things that you can do that are arm's length?

Steven Cahall: Thanks. You outlined some of the ways that, you know, you won't be able to integrate Tegna. Can you talk about some of the things that you can do that are arm's length? I don't know if there's collaborations like through Premion or digital content or news reporting, or, you know, do the terms right now, you know, really require it to be almost a beyond arm's length subsidiary? Then, Lee Ann, just wanted a clarification. You said, you have access to Tegna's excess free cash flow, which you can use for debt repayment. Is that, you know, essentially their free cash flow, or are there any more limitations that get to excess free cash flow as we just think about how much of their cash generation would be available for you to sweep up?

Speaker #6: Is that essentially their free cash flow? Or are there any more limitations that get to excess free cash flow as we just think about how much of their cash generation would be available for you to sweep up for debt reduction?

Speaker #6: I don't know if there's collaborations through Premion or digital content or news reporting. Or do the terms right now really require it to be almost a beyond arm's length subsidiary?

Speaker #6: Thanks.

Speaker #5: Yeah. Hey, I'm going to take that last question first, and then I'll turn it back to Perry on the first question. No, I just say excess free cash flow because we need to keep there needs to be enough cash at the operating companies to operate.

Speaker #6: And then Leanna, just wanted a clarification. You said you have access to Tegna's excess free cash flow, which you can use for debt repayment.

Speaker #6: Is that essentially their free cash flow, or are there any more limitations that get to excess free cash flow as we just think about how much of their cash generation would be available for you to sweep up for debt reduction?

Speaker #5: We obviously have to continue to have an operation. So I just meant subject to a minimum cash balance requirements that we just have from an operating perspective.

Speaker #5: All of the debt obligations of the company are joint and several between us and Tegna. So all the debt excess cash flow that we see fit will be used to repay that debt.

Speaker #6: Thanks.

Speaker #5: Yeah. Hey, I'm going to take that last question first, and then I'll turn it back to Perry on the first question. No, I just see excess free cash flow because we need to keep there needs to be enough cash at the operating companies to operate.

Speaker #5: And I'll turn it back to Perry.

Speaker #4: Yeah. And Steve, I would say there are certain commercial agreements that Mike Baird and I have been talking about that we could enter into on an arm's length basis with Tegna under the order.

Speaker #5: We obviously have to continue to have an operation. So I just meant subject to a minimum cash balance requirements that we just have from an operating perspective.

Speaker #4: Which could include and involve Premion. For example, in Houston, we contracted our CW station contracted with a station in the market to produce a 10 o'clock news.

Speaker #5: All of the debt obligations of the company are joint and several between us and Tegna. So all the debt excess cash flow that we see fit will be used to repay that debt.

Speaker #5: And I'll turn it back to Perry.

Speaker #4: And we sent termination notice of that during the dependency of the Tegna acquisition. So we could talk to the Tegna station in Houston and/or our incumbent news producer in terms of establishing another commercial agreement to produce news for that station.

Speaker #4: Which could include and involve Premion. For example, in Houston, we contracted our CW station contracted with a station in the market to produce a 10 o'clock news.

Speaker #4: So there are some things like that that we can do. And I think we'll pursue those where they make sense. During this whole separate period.

Speaker #6: Great. Thank you.

Speaker #2: Next question. Craig Hubbard with Hubbard Research Partners. Please go ahead.

Speaker #7: Good morning. Thank you. My first question about the 39% ownership cap. I personally was very surprised that the FCC did not change the 39% ownership cap first.

Speaker #4: So there are some things like that that we can do. And I think we'll pursue those where they make sense. During this whole separate period.

Speaker #7: And then it would then by way of that, your Tegna acquisition could have gone through. As opposed to what they did do was just give you guys a waiver and stuff.

Speaker #6: Great. Thank you.

Speaker #3: Next question. Craig Hubbard with Hubbard Research Partners. Please go ahead.

Speaker #7: And there's certainly, as you know, been some talk in the trade press, etc. about the FCC at the commission level potentially I don't know.

Speaker #7: Good morning. Thank you. My first question about the 39% ownership cap. I personally was very surprised that the FCC did not change the 39% ownership cap first, and then it would then by way of that, your Tegna acquisition could have gone through.

Speaker #7: Reversing out their approval of the deal and stuff. I mean, can you touch on that at all? The first part about where you think we're at with this 39% ownership cap.

Speaker #7: Do you think it's ever going to get done? What kind of timeline are we on here? And why do you think they didn't just change that first?

Speaker #7: As opposed to what they did do was just give you guys a waiver and stuff. And there's certainly, as you know, been some talk in the trade press, etc.

Speaker #7: And who cares for this extra couple of months to get that done first, then do the Tegna acquisition approval for you guys after that?

Speaker #7: about the FCC at the commission level potentially I don't know. Reversing out their approval of the deal and stuff. I mean, can you touch on that at all?

Speaker #4: Sure. Well, the Tegna acquisition was approved. We do own the assets. I want to start there. And we feel it went through a fulsome approval process at both the FCC and the DOJ.

Speaker #7: The first part about where we think we're at with this 39% ownership cap. Do you think it's ever going to get done? What kind of timeline are we on here?

Speaker #4: The two expert agencies that regulate this industry. As opposed to the state AGs that have shown no real concern or support for local media, local journalism, local television until this election year.

Speaker #7: And why do you think they didn't just change that first? And who cares for this extra couple of months to get that done first, then do the Tegna acquisition approval for you guys after that?

Speaker #4: Sure. Well, the Tegna acquisition was approved. We do own the assets. I want to start there. And we feel it went through a fulsome approval process that both the FCC and the DOJ, the two expert agencies, that regulate this industry.

Speaker #4: But I think that and I don't presuppose to be in the mind of Chairman Carr. But if you go back and look at public statements that he's made since he was a commissioner whether his party was in power or out of power, he has said these rules are antiquated, relics of the past, and they need to go.

Speaker #4: As opposed to the state AGs that have shown no real concern or support for local media, local journalism, local television until this election year.

Speaker #4: So he has consistent in that position, I believe, to this day. And I don't rule out that he will start a proceeding perhaps in this quarter or the next quarter that would be a rulemaking to eliminate the national ownership cap.

Speaker #4: But I think that and I don't presuppose to be in the mind of Chairman Carr but if you go back and look at public statements that he's made since he was a commissioner whether his party was in power or out of power, he has said these rules are antiquated, relics of the past, and they need to go.

Speaker #4: Imagine if you were Netflix or Google or Amazon and you were told you could only reach 39% of the country with your business. I think there'd be some hue and cry around that.

Speaker #4: So he has consistent in that position. I believe to this day. And I don't rule out that he will start a proceeding perhaps in this quarter or the next quarter.

Speaker #4: And so why should those rules apply only to broadcast? We are the only part of the media ecosystem that has a government-mandated cap on our ability to grow.

Speaker #4: That would be a rule-making to eliminate the national ownership cap. Imagine if you were Netflix or Google or Amazon and you were told you could only reach 39% of the country with your business.

Speaker #4: And I think that Chairman Carr is totally aware of market realities. Why he's taking the actions that he has taken and so I think we are still on a path to regulatory deregulation and we are very thankful that we were able to make a persuasive case to qualify for a waiver during dependency of those proceedings.

Speaker #4: I think there'd be some hue and cry around that. And so why should those rules apply only to broadcast? We are the only part of the media ecosystem that has a government-mandated cap on our ability to grow.

Speaker #4: It's not just as simple as putting out a press release and saying, "The rules have changed. There's a lot of legal work that has to go into that.

Speaker #4: And I think that Chairman Carr is totally aware of market realities. Why he’s taking the actions that he has taken, and so I think we are still on a path to regulatory deregulation. We are very thankful that we were able to make a persuasive case to qualify for a waiver during dependency of those proceedings.

Speaker #4: A lot of wordsmithing. A lot of consultation with advisors." So I would not suppose or presume that those actions are off track. It's just there's obviously a lot going on.

Speaker #4: A lot of M&A in addition to ours. That is under consideration at the FCC and the DOJ. And so I just think it's I think these things are moving through the pipeline, but I would not presume that they have stopped or will not move through the pipeline ultimately.

Speaker #4: It's not just as simple as putting out a press release and saying, "The rules have changed. There's a lot of legal work that has to go into that.

Speaker #4: A lot of wordsmithing. A lot of consultation with advisors." So I would not suppose or presume that those actions are off track. It's just there's obviously a lot going on.

Speaker #7: And then going through all the process to approve your deal as well. But to get that finalized after the 39% ownership cap was done.

Speaker #7: They didn't do that. And does that put you in a little bit tougher position here with these court cases out there that you're this thing closed on a waiver as opposed to the regulation changing first and then them doing all the due diligence and then approving it?

Speaker #7: I appreciate all that. And I certainly agree with that. But again, just that it just seems like to me personally and things are done backwards here that they should have changed the 39% ownership cap first and then going through all the process to approve your deal as well, but get that finalized after the 39% ownership cap was done.

Speaker #7: What's your thought on that, please?

Speaker #5: Hey, Craig. It's Mike Baird. I'll take that. I don't think if you look at the claims that have been made in the litigation that the order with respect to the cap would change anything.

Speaker #5: The claims being made by the plaintiffs essentially are outside the FCC purview. They come from an antitrust perspective, which is really a different analysis entirely than the FCC.

Speaker #5: I think the FCC could have gilded a waiver, a complete elimination of the rules in gold. And served it up on a platter. And the plaintiff still would have found reason to complain in this case.

Speaker #7: What's your thought on that, please?

Speaker #5: Hey, Craig. It's Mike Beard. I'll take that. I don't think if you look at the claims that have been made in the litigation that the order with respect to the cap would change anything.

Speaker #2: Next question. Benjamin Soft with Deutsche Bank. Please go ahead.

Speaker #5: The claims being made by the plaintiffs essentially are outside the FCC purview that they come from an antitrust perspective, which is really a different analysis entirely than the FCC.

Speaker #8: Good morning. Thanks for the question. I had two. First, I wanted to ask about the partnerships with ESPN and Roku. Does this represent a shift in Nexstar's digital strategy?

Speaker #5: I think the FCC could have gilded a waiver, a complete elimination of the rules in gold and served it up on a platter. And the plaintiff still would have found reason to complain in this case.

Speaker #8: But can you help us think about how a potential divestiture would impact the synergy buckets you've outlined? Whether it's retrans, corporate overhead, or operational efficiencies.

Speaker #3: Next question. Benjamin Soft with Deutsche Bank. Please go ahead.

Speaker #8: Good morning. Thanks for the question. I had two. First, I wanted to ask about the partnerships with ESPN and Roku. Does this represent a shift in Nexstar's digital strategy?

Speaker #8: Thank you.

Speaker #5: I'll take the first question. I don't think it represents a shift in our thinking. I think and I'm speaking with respect to the deals that we struck with ESPN and Roku.

Speaker #8: And how are you thinking about balancing growing your digital business versus the opportunity to partner with other platforms? And then on divestitures, I appreciate there's a lot of uncertainty right now, but can you help us think about how a potential divestiture would impact the synergy buckets you've outlined, whether it's WeTrans, corporate overhead, or operational efficiencies?

Speaker #5: We look at those as less of a shift and more of an evolution, right? I think when you look at the challenges of trying to build digital platforms in the current environment, they are enormous.

Speaker #5: And one only needs to look at the balance sheets of major media companies that have launched those digital platforms and look at the essentially the long history of losses associated with that.

Speaker #8: Thank you.

Speaker #5: I'll take the first question. I don't think it represents a shift in our thinking. I think, and I'm speaking with respect to the deals that we struck with ESPN and Roku.

Speaker #5: Those businesses are hard to build. They're capital intensive. They require a lot of ongoing maintenance. And so when we looked at expanding our footprint in a digital environment, we essentially had three options available to us, right?

Speaker #5: Build by or partner. And I think for obvious reasons, we went with the latter of those options. And we were able to strike deals with essentially the largest platforms available to us in each of those spaces.

Speaker #5: Those businesses are hard to build. They're capital-intensive. They require a lot of ongoing maintenance. And so when we looked at expanding our footprint in a digital environment, we essentially had three options available to us, right?

Speaker #5: So particularly with respect to CW and the sports on ESPN, I think where we are in the life cycle of building a sports brand, the opportunity to have our sports available and visible inside the ESPN platform, inside a dedicated CW vertical environment will rewards for us not just in terms of building the brand equity, but also our ability to monetize viewership on those platforms.

Speaker #5: We're extremely excited about that. Similarly, with respect to Roku. Trying to build a digital business and really maintain one at a CW-only branded environment is extremely challenging in the current environment.

Speaker #5: So particularly with respect to CW and the sports on ESPN, I think where we are in the life cycle of building a sports brand, the opportunity to have our sports available and visible inside the ESPN platform, inside a dedicated CW vertical environment will reap rewards for us not just in terms of building the brand equity, but also our ability to monetize viewership on those platforms.

Speaker #5: You're going up against behemoths that invest literally billions and billions of dollars every year into their platforms. So being able to tuck into the most popular AVOD platform out there again with a CW-branded vertical environment, we think will deliver benefits not just in terms of near-term monetization, but long-term brand equity.

Speaker #2: And then on the divestiture side, Ben, I mean, it's premature. I think if you were to look at our synergies there were a number of components to that.

Speaker #5: You're going up against behemoths that invest literally billions and billions of dollars every year into their platforms. So being able to tuck into the most popular Avod platform out there, again, with a CW-branded vertical environment, we think will deliver benefits not just in terms of near-term monetization, but long-term brand equity.

Speaker #2: I think the obviously retrans and in-market synergy type of synergies would have to be reduced. The corporate maybe not so much, but we'd have to take a look at it.

Speaker #2: I think a little premature to kind of even think about what that impact could be.

Speaker #3: And then on the divestiture side, Ben, I mean, it's premature. I think if you were to look at our synergies there were a number of components to that.

Speaker #8: Got it. Thank you.

Speaker #2: Next question. Jason Bazanay with Citi. Please go ahead.

Speaker #9: You know, my years have never really come across a situation where shareholders own an asset and can't manage it. I just had a quick question.

Speaker #3: I think the obviously WeTrans and in-market synergy type synergies would have to be reduced corporate maybe not so much, but we'd have to take a look at it.

Speaker #9: Can you elaborate on those guardrails that you talked about earlier? And second, is there any incentives that exist on the part of the Tegma assets to sort of either for their Salesforce or anything else that sort of minimizes the risks for Nexstar shareholders in this period where we're sort of in limbo or suspended animation?

Speaker #3: I think a little premature to kind of even think about what that impact could be.

Speaker #8: Got it. Thank you.

Speaker #3: Next question. Jason Bazanay with Citi. Please go ahead.

Speaker #9: In all my years, I've never really come across a situation where shareholders own an asset and can't manage it. I just had a quick question.

Speaker #10: The if you go back to the interim operating covenants, and it's not public in the order as well, they're primarily financial transactions above a certain size.

Speaker #9: Can you elaborate on those guardrails that you talked about earlier? And second, is there any incentives that exist on the part of the Tegna assets to sort of either for their sales force or anything else that sort of minimizes the risks for Nexstar shareholders in this period where we're sort of in limbo?

Speaker #10: Would have to be approved by the board. Tegma, which is comprised of Nexstar executives and Nexstar management team. And that's been approved by the courts that that and we have the ability to appoint management inside of Tegma.

Speaker #9: We're suspended animation.

Speaker #10: The if you go back to the interim operating covenants, and it's not public in the order as well, they're primarily financial transactions above a certain size would have to be approved by the board.

Speaker #10: And so I think all of those things taken together are the governance that will guide us during this whole separate period. And so the operate as a subsidiary we can have conversations with them.

Speaker #10: Tegna, which is comprised of Nexstar executives and Nexstar management team, and that's been approved by the courts that that and we have the ability to appoint management inside of Tegna and so I think all of those things taken together are the governance that will guide us during this whole separate period.

Speaker #10: The executives running the entity report to the board. We just can't basically influence decision-making. But again, decisions beyond a certain level require board involvement and board approval.

Speaker #10: So we were very comfortable in the way Tegma was operated during the pendency of the transaction from the time of signing to closing. And so it's basically those same covenants, if you will, govern our relationship with Tegma during the whole separate period.

Speaker #10: And so the operate as a subsidiary we can have conversations with them. The executives running the entity report to the board. We just can't basically influence decision-making, but again, decisions beyond a certain level require board involvement and board approval.

Speaker #10: And as to sales, I'm not quite sure I understood that part of the question.

Speaker #9: Well, I just get nervous about somebody at Tegma they don't really know if they have a job or if they're going to get eliminated in some synergy number.

Speaker #10: So we were very comfortable in the way Tegna was operated during the pendency of the transaction from the time of signing to closing. And so it's basically those same covenants, if you will, govern our relationship with Tegna during the whole separate period.

Speaker #9: And they get distracted and so they're not as focused on their core day-to-day job. And then the sales numbers fall apart on the Tegma side of the house.

Speaker #9: But I guess it sounds like from your answer, the limitation is more around integration and there's really not a lot of operational day-to-day risks that Nexstar shareholders face on the Tegma side of the house.

Speaker #10: And as to sales, I'm not quite sure I understood that part of the question.

Speaker #10: I think that's fair. And I think that if you read the judge's whole separate order, we are not and Tegma is not allowed to reduce headcount during the pendency of this TRO.

Speaker #9: Well, I just get nervous about somebody at Tegna they don't really know if they have a job or if they're going to get eliminated in some synergy number and they get distracted and so they're not as focused on their core day-to-day job and then the sales numbers fall apart on the Tegna side of the house.

Speaker #10: So at this point, we were comfortable in the results and the performance of Tegma during the pendency of the transaction when we were operating under the same structure that we're operating under now.

Speaker #10: And so we have and prior to closing is when anxiety is at its highest, right? And I would say that is in the overlap markets would have been on our side of the ledger as well.

Speaker #10: I think that's fair and I think that if you read the judge's whole separate order, we are not and Tegna is not allowed to reduce headcount during the pendency of So at this point, we were comfortable in the results and the performance of Tegna during the pendency of the transaction when we were operating under the same structure that we're operating under now.

Speaker #10: If there are two of me what assurances do I have? And I think people are look at the environment around them and look at the layoffs at Meta and other companies and going on.

Speaker #10: And so I think everybody is likely concerned about their job, particularly if they're not doing a good job. And so I don't think that this transaction, this industry, or these two companies are immune from the world economy.

Speaker #10: And so we have and prior to closing is when anxiety is at its highest, right? And I would say that is in the overlap markets would have been on our side of the ledger as well.

Speaker #10: So from that perspective, we track our levels of attrition and did not see any appreciable changes during the pendency of the transaction. We'll continue to track levels of attrition during this whole separate period to determine if there are trends.

Speaker #10: If there are two of me what assurances do I have? And I think people are look at the environment around them and look at the layoffs at Meta and other companies and going on.

Speaker #10: But we haven't seen it thus far. And I would say that the Tegma results for the first quarter were very were excellent. We only got the benefit of 13 days of them, but we obviously had the financial information for the entire quarter.

Speaker #10: And they performed very, very well as did Nexstar by the results we reported this morning.

Speaker #2: Yeah. I would echo that. I would say the first quarter if there's any expectation or indication that we'd have a problem, you would see it in most likely in that first quarter number at Tegma definitely had a stellar first quarter.

Speaker #10: And I would say that the Tegna results for the first quarter were very were excellent we only got the benefit of 13 days of them, but we obviously had the financial information for the entire quarter and they performed very, very well as did Nexstar by the results we reported this morning.

Speaker #8: That's great. Thank you.

Speaker #2: I will now turn the floor over to Perry for closing remarks.

Speaker #10: Well, thank you everyone for joining us this morning. We look forward to reporting our Q2 results in early August, which will be our first full quarter of results reporting the combined consolidated results of the new Nexstar.

Speaker #3: Yeah. I would echo that. I would say the first quarter, if there's any expectation or indication that we'd have a problem, you would see it in most likely in that first quarter number and Tegna definitely had a stellar first quarter.

Speaker #10: Thanks everyone and have a great rest of your day.

Speaker #8: That's great. Thank you.

Speaker #3: I will now turn the floor over to Perry for closing remarks.

Speaker #10: Well, thank you, everyone, for joining us this morning. We look forward to reporting our Q2 results in early August, which will be our first full quarter of results reporting the combined consolidated results of the new Nexstar.

Speaker #10: Thanks, everyone, and have a great rest of your day.