What the changes say
- The proposed TEGNA merger adds regulatory closing conditions and integration risks.
- A $381 million TV Food Network impairment highlights continued pressure on linear entertainment cable networks.
- FCC license renewals and competition from alternative video services remain important operating risks.
- Reliance on third-party software providers creates exposure to outages, cyberattacks and switching costs.
What changed since the prior 10-K
New
- NewRisks Related to the Proposed Merger with TEGNA
The proposed Merger with TEGNA is subject to conditions, some or all of which may not be satisfied, on a timely basis or at all
The TEGNA merger could be delayed or blocked if antitrust, FCC, court or other contractual closing conditions are not satisfied.
- NewRisks Related to the Proposed Merger with TEGNA
We may fail to realize all of the anticipated benefits of the Merger with TEGNA, or those benefits may take longer to realize than expected. The combined company may also encounter difficulties in integrating the two businesses
Nexstar may fail to integrate TEGNA effectively, delaying expected benefits while causing disruption, unexpected costs, liabilities or customer losses.
- NewRisks Related to Our Operations
We have recognized, and could continue to recognize, asset impairment charges for our equity method investments; the financial performance of our equity method investments could adversely impact our results of operations
Further weakness in linear advertising, MVPD subscriptions and cable-network demand could reduce TV Food Network’s value and trigger additional impairment charges.
- NewRisks Related to Our Operations
We rely on a number of third-party service providers to operate certain significant aspects of our business and any disruption could have an adverse effect on our financial condition and results of operations
Disruptions at third-party software and service providers could interrupt significant operations because replacing them would be costly and difficult.
Dropped
- DroppedRisks Related to Our Operations
Our distribution revenues and operating results may be adversely affected by, among other factors, declining MVPD subscribers and our inability to renew expiring distribution agreements on favorable terms or at all
- DroppedRisks Related to Our Operations
The financial performance of our equity method investments and the performance of third-party services providers, upon which we rely but do not control, could adversely impact our results of operations
Retransmission and carriage revenue could decline if MVPD agreements expire, renew unfavorably or subscribers continue declining.
- DroppedRisks Related to Our Industry
As a television broadcasting company, we face a significant level of competition, both directly and indirectly. We compete for our audience against other video services in addition to all the other leisure activities in which one could choose to engage rather than watch television
Reworded
- 100% rewrittenRisks Related to Our Operations
We may be required to cease certain station operations if the FCC denies renewal of any of our station licenses
This risk now focuses on FCC license-renewal failures that could terminate a station’s broadcasting authority, replacing the prior investment and provider risk.
- 100% rewrittenRisks Related to Our Industry
Intense competition in the television industry and alternative forms of media could limit our growth and profitability
Competition is now presented as a standalone risk, emphasizing alternative video services, leisure activities and competitors with greater resources.
- 46% rewrittenRisks Related to Our Operations
The loss of the services of our chief executive officer could disrupt management of our business and impair the execution of our business strategies
The CEO’s extended appointment now runs through March 31, 2029, rather than March 31, 2026.
- 45% rewrittenRisks Related to Our Operations
We may not be able to generate sufficient cash flow to meet our debt service requirements
The debt-service risk is substantively unchanged, with only wording revised from third-person to first-person references.
- 41% rewrittenRisks Related to Our Operations
Our revenue and operating results may be adversely affected if we are unable to retain our largest customers, which account for a significant percentage of our total revenue, on favorable terms, or at all
Revenue concentration increased: two customers each represented approximately 13% of 2025 revenue, versus 12% and 14% in 2023.
- 40% rewrittenRisks Related to Our Operations
Future impairment charges to goodwill and intangible assets could adversely affect our operating results
Intangible assets and goodwill declined to $7.4 billion but increased to 68.7% of total assets, from $7.7 billion and 67.1%.
Was: Future impairment charges could adversely affect our operating results
- 28% rewrittenRisks Related to Our Operations
Our pension and postretirement benefit plan obligations may be increased by a declining stock market and lower interest rates
Pension underfunding narrowed from approximately $148 million to $117 million, while qualified-plan contributions increased to $15 million from none.
- 27% rewrittenRisks Related to Our Operations
Our substantial debt and related interest expense could limit our ability to reinvest in the business, make acquisitions and/or return capital to shareholders
Debt declined to $6.3 billion and floating-rate debt to $3.6 billion, but debt rose to 75.4% of capitalization from 74.3%.
- 20% rewrittenRisks Related to Our Operations
Any decrease in our dividend payments or suspension of our dividend payments or stock repurchases could cause our stock price to decline
All 25 risk factors
Headings as the filing states them, in filing order.
Risks Related to the Proposed Merger with TEGNA
- 01The proposed Merger with TEGNA is subject to conditions, some or all of which may not be satisfied, on a timely basis or at allNew
- 02We may fail to realize all of the anticipated benefits of the Merger with TEGNA, or those benefits may take longer to realize than expected. The combined company may also encounter difficulties in integrating the two businessesNew
Risks Related to Our Operations
- 03Our station revenues and operating results may be adversely affected if we are unable to renew our network affiliation agreements on favorable terms, or at all
- 04Our revenue and operating results may be adversely affected if we are unable to retain our largest customers, which account for a significant percentage of our total revenue, on favorable terms, or at all41% rewritten
- 05Our advertising revenue and operating results may be affected by big tech and other media and technology competitors, economic downturns, geopolitical events and other factors outside of our control
- 06Because a significant percentage of our operating expenses are fixed, a relatively small decrease in revenue could have a significant negative impact on our operating results
- 07Our growth may be limited if we are unable to implement an acquisition strategy and our operating results may be adversely affected if we are unable to successfully integrate any future acquisition
- 08Our substantial debt and related interest expense could limit our ability to reinvest in the business, make acquisitions and/or return capital to shareholders27% rewritten
- 09We may not be able to generate sufficient cash flow to meet our debt service requirements45% rewritten
- 10We may be required to cease certain station operations if the FCC denies renewal of any of our station licenses100% rewritten
- 11The loss of the services of our chief executive officer could disrupt management of our business and impair the execution of our business strategies46% rewritten
- 12Our operating results could be adversely affected if the owners of the VIEs make decisions regarding the operation of their respective stations that adversely impact their operating results and reduce payments due to us under our local service agreements
- 13We have recognized, and could continue to recognize, asset impairment charges for our equity method investments; the financial performance of our equity method investments could adversely impact our results of operationsNew
- 14Future impairment charges to goodwill and intangible assets could adversely affect our operating results40% rewritten
- 15Changes in deferred tax assets or valuation allowances as a result of tax law changes could affect our operating results
- 16We may face additional tax liabilities stemming from proposed and ongoing tax audits
- 17Our pension and postretirement benefit plan obligations may be increased by a declining stock market and lower interest rates28% rewritten
- 18Adverse results from litigation or governmental investigations involving us can impact our business practices and operating results
- 19Any decrease in our dividend payments or suspension of our dividend payments or stock repurchases could cause our stock price to decline20% rewritten
- 20Our business relies on patents, trademarks, copyrights, and licenses to protect our technology and brand. Any damage to these assets could impact our success and financial performance
- 21We rely on a number of third-party service providers to operate certain significant aspects of our business and any disruption could have an adverse effect on our financial condition and results of operationsNew
- 22Cybersecurity risks could adversely affect our operating effectiveness and operating results
Risks Related to Our Industry
- 23Intense competition in the television industry and alternative forms of media could limit our growth and profitability100% rewritten
- 24New or changed federal statutes, legislation and regulations or changes in the application of existing regulations could significantly impact our operations or the television broadcasting industry as a whole
- 25We are subject to foreign ownership limitations which limit foreign investments in us
Other Nexstar Media Group 10-Ks
- FY2024 10-K risk factors24 risks
Distribution agreements, network affiliations and advertising drive revenue, exposing Nexstar to subscriber, customer and programming-market pressures.
Filed Feb 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.