Amendment: Nexstar Media Group Inc. filed SEC Form 8-K: Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2026 ( |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On March 20, 2026, Nexstar Media Group, Inc. (“Nexstar”) filed a Current Report on Form 8-K (the “Initial 8-K”) with the Securities and Exchange Commission (“SEC”) reporting that, on March 19, 2026, Nexstar completed its acquisition of TEGNA Inc., a Delaware corporation (“TEGNA”). The acquisition was consummated pursuant to the previously announced Agreement and Plan of Merger, dated as of August 18, 2025, by and among Nexstar, TEGNA and Teton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nexstar.
As noted in the Initial 8-K, Nexstar stated that it would file the financial statements of the acquired business and the pro forma financial information required under Item 9.01(a) and Item 9.01(b) within 71 days of the date the Initial 8-K was due under Item 2.01. This amendment to the Initial 8‑K is being filed in accordance with Item 9.01 to provide those required financial statements and pro forma financial information.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of TEGNA as of December 31, 2025 and 2024 and for the three years ended December 31, 2025, 2024, and 2023, together with the related notes, is incorporated by reference as Exhibit 99.1 to this report.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information for Nexstar, giving effect to the acquisition of TEGNA and the related adjustments described in such pro forma financial information, is attached hereto as Exhibit 99.2 and incorporated herein by reference.
(d) Exhibits
Exhibit No. |
Description |
23.1 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of TEGNA Inc. |
99.1 |
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99.2 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEXSTAR MEDIA GROUP, INC. |
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Date: |
June 4, 2026 |
By: |
/s/ Lee Ann Gliha |
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Name: |
Lee Ann Gliha |
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Title: |
Chief Financial Officer (Principal Financial Officer) |
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