On November 18, 2025, TEGNA Inc. announced that its shareholders voted to adopt the Merger Agreement with Nexstar Media Group, Inc., approving the transaction with 98 % of the total shares cast and 83 % of the company’s outstanding shares represented in the vote. The approval gives the deal a strong mandate and signals broad confidence among TEGNA’s investors in the strategic fit with Nexstar.
The Merger Agreement, signed on August 18, 2025, will close in the second half of 2026, subject to regulatory approvals and customary closing conditions. Upon completion, TEGNA will become a wholly owned subsidiary of Nexstar and its shares will be delisted from the New York Stock Exchange. The deal, valued at approximately $6.2 billion, includes a 31 % premium to TEGNA’s average 30‑day closing price as of August 8, 2025, and is expected to generate annual net synergies of roughly $300 million through revenue enhancements and cost reductions.
The merger reflects a broader trend of consolidation in the U.S. local‑broadcast market, driven by the need to compete with digital platforms and achieve scale. Nexstar CEO Perry Sook highlighted that the combined entity will “expand reach, level the playing field, and compete more effectively with the Big Tech and legacy Big Media companies.” The transaction will bring together TEGNA’s 64 television stations in 51 markets with Nexstar’s larger portfolio, creating a leading local media company with a reach of over 100 million people monthly.
TEGNA’s financial performance in the lead‑up to the vote shows a mixed picture. In 2024, the company reported revenue of $3.10 billion, up 6.56 % from the prior year, and earnings increased 25.81 %. However, Q3 2025 results revealed a 19 % decline in total revenues and a 60 % drop in operating income compared with Q3 2024, largely due to weaker advertising demand in core markets and higher operating costs. The company has suspended share repurchases during the merger process, reflecting a focus on preserving capital for integration and synergy realization.
The regulatory environment remains a key factor. Both parties received a Department of Justice Second Request on October 30, 2025, extending the Hart‑Scott‑Rodino review period. Despite this, the parties maintain a target closing in the second half of 2026, indicating confidence that the regulatory hurdles can be navigated. The merger’s completion will eliminate duplicate operations, reduce overhead, and enable cross‑market advertising sales, positioning the combined entity to better compete in the evolving media landscape.
The approval marks a significant milestone in the consolidation of local broadcast assets and underscores the strategic importance of scale and digital integration in the industry. With the merger, Nexstar will expand its footprint, and TEGNA’s shareholders will receive a premium that reflects the anticipated value creation from the combined operations. The deal is expected to strengthen both companies’ competitive positioning and create new growth opportunities in local news and advertising markets.
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