Nexstar CEO: TEGNA deal expected to close in late 2026

Nexstar CEO Perry Sook delivers a keynote address at the 2025 NAB Show in Las Vegas. (Photo by Kirk Varner)

Key Points

Nexstar CEO Perry Sook said the company has provided regulators with required documents for its $6 billion TEGNA deal and expects to close in the second half of 2026.
While the FCC is ready to move forward with the deal, the Justice Department is conducting various reviews and may require Nexstar to divest some stations in order to acquire others from TEGNA.
Nexstar logged $65 million in Q4 corporate expenses tied partly to the merger, even as recent layoffs draw scrutiny over its consolidation strategy.
Read coverage of Nexstar’s Q4 and FY2025 earnings report

Nexstar Media Group has furnished documents to federal regulators about its proposed $6 billion acquisition of TEGNA and now expects the transaction to close in the second half of the year, the company’s CEO told investors on Thursday.

During a conference call with investors, Nexstar Chairman and CEO Perry Sook said the company has provided information to the Federal Communications Commission (FCC), the U.S. Department of Justice and numerous state attorneys general about the transaction and is continuing to work with “all regulatory and legal bodies to fulfill any remaining requests.”

Typically, under current federal regulations, a transaction that size would be rubber-stamped for rejection unless significant compromises were reached. The FCC prohibits local TV broadcasters from amassing stations that reach more than 39 percent of the American viewing audience, and other rules prevent companies from owning more than two major TV stations in any given city.

The FCC is currently weighing whether some of those rules should be modified or eliminated after strong lobbying from Nexstar and others to do so. During a press conference earlier this month, FCC Chairman Brendan Carr said he expects Nexstar’s deal with TEGNA to move forward.

Without modifying its rules, the FCC could still grant Nexstar waivers that cover more than five dozen TV stations owned by TEGNA that the company wants to acquire. Nexstar submitted its waiver requests last November, effectively creating a second opportunity for its merger to be approved if the agency does not modify its rules.

Sook is optimistic that the deal will move forward, and reassured investors Thursday that “our expectation for close is by the end of 2026 — that remains unchanged.” He noted other media players have been allowed to pursue major acquisition and consolidation plans without the threat of government interference.

“The rationale for the Nexstar–TEGNA combination is becoming increasingly clear: Consolidation is accelerating across the broader media industry, from the Hulu-Fubo transaction to the proposed Charter merger and the upcoming sale of Warner Bros Discovery,” Sook noted.

He continued: “Against this backdrop, our transaction represents a pivotal and critical opportunity to establish a framework for local television broadcasters to more effectively compete with big tech and with big media while strengthening our ability to deliver high-quality local journalism to our communities.”

Over the past two years, Nexstar has asserted that consolidation in the broadcast sector is necessary to give local TV station owners a better chance to compete against streaming giants like Netflix and Amazon’s Prime Video, which have gobbled up more lucrative sports rights in pursuit of advertising dollars. Marketers have started shifting their budgets away from traditional TV platforms toward connected TV services, making the situation all the more dire for broadcasters like Nexstar and TEGNA.

Sook and others have noted that Nexstar makes sizable investments in local journalism and community-oriented programming, while streaming services backed by major tech companies make little to no investments in the same space. By allowing consolidation, Nexstar can preserve its commitments to local journalism for the foreseeable future, they claim.

But that argument started to fall apart this week, when Nexstar issued pink slips to recognizable on-air reporters, news anchors and weather forecasters at its operations in New York City, Los Angeles and Chicago — the three largest markets where the company owns or operates TV stations. A spokesperson justified the layoffs by saying Nexstar was taking “steps necessary to compete effectively in this period of unprecedented change,” but some reports indicate the layoffs were necessary to help Nexstar account for a sizable chunk of debt that will be accrued through its purchase of TEGNA.

Nexstar has already incurred some expenses related to the TEGNA merger: During the fourth quarter (Q4) of last year, Nexstar logged $65 million in corporate-related expenses, an increase of $17 million that was primarily attributed to “one-time costs associated with our proposed acquisition of TEGNA,” the company’s Chief Financial Officer Lee Ann Gliha told investors on Thursday. Certain expense increases were also related to higher bonus-related payouts.

Still, Nexstar executives say those expenses are justified by the long-term benefits that an acquisition of TEGNA will bring, including boosts to shareholders of both companies.

Sook cautioned that compromises might still need to be made in order to secure all necessary regulatory approvals by the end of the year: While the top leadership at the FCC is ready to move forward, it isn’t clear what position the Justice Department takes on the matter, and Nexstar might be required to divest some TEGNA stations in order to satisfy antitrust concerns.

Sources have told me the deal is being held up by the U.S. Department of Justice, which has struggled with higher turnover, resulting in the need for Nexstar to constantly "catch up" new staff, particularly in the antitrust division.The FCC is ready to approve the deal today, two sources said.

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— Matthew Keys (@matthewkeys.net) February 26, 2026 at 12:02 PM

“If there were divestitures, it would be a minimal percentage and not meaningful to the deal,” Sook said. In the past, Nexstar has divested local TV stations to other companies that enter into shared services agreements, which allow Nexstar to assume operational control of the affected outlets.

“It is up to the DOJ and to the FCC to render their opinion and ultimately to come to a decision,” Sook affirmed. “We feel very good about the work that has been done, the information that has been provided, the endorsements we have had, and the stage at which we are in the process. We are very confident that we will get to a finish line in the time frame that we outlined.”

Nexstar CEO: TEGNA deal expected to close in late 2026, station sales possible

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