Financially, on a combined pro forma basis, Nexstar and TEGNA generated over $8 billion in revenue and $2.56 billion of adjusted EBITDA. Taking into account expected after-tax synergies and incremental interest expense, the transaction is projected to be more than 40% accretive to Nexstar's standalone adjusted free cash flow. With roughly $300 million in anticipated synergies, we expect only a modest increase in pro forma net leverage. As we enter this next phase of Nexstar's growth, I've never been more confident in our strategy nor more energized about the opportunities ahead.
Together with our teams, we will continue our mission to build a stronger, more competitive local media company and expand Nexstar's impressive record of success and shareholder value creation. Turning now to our third quarter financial results, Nexstar delivered another solid quarter of net revenue and adjusted EBITDA, reflecting stable distribution and non-political advertising revenue as well as strong expense management. It is clear that broadcast television remains the bellwether and the most profitable segment of the media ecosystem, delivering the most watched content and most valuable programming. In addition, solid results from our entertainment programming lineup drove The CW's sixth consecutive quarter of primetime ratings growth year to date.
That's an impressive increase over the 45 times we accomplished that for the full year of 2024. In summary, the continued strength and consistency of Nexstar's financial performance reflects our stable, diversified revenue and operating base, our disciplined expense management and continued execution across our portfolio. Our proposed acquisition of TEGNA meets the deregulatory moment where it is and sets the stage for an incredibly bright future ahead for Nexstar, our industry, our shareholders, and the communities we serve. Nexstar delivered third quarter net revenue of $1.2 billion, a decline of 12.3% compared to the prior year, primarily reflecting the year-over-year reduction in political advertising.
| Metric | Period | Current guidance |
|---|---|---|
| Non-political advertising | Q4 2025 | Decline in the very low single digits year over year (new; benefiting from absence of political crowd-out but offset by ad softness and tougher programming comps) |
| The CW losses | FY2025 | Losses lower than 2024 by about 25%, breakeven sometime in 2026 (reiterated) |
| TEGNA synergies | 1 to 2 years post-close | About $300 million (roughly 45% net retrans, remainder from operations) (reiterated; medium-term facilities consolidation seen adding more over time) |
| CapEx | Q4 2025 | About $32 million plus $6 million capitalized software, plus a $21 million building purchase (new) |
| Interest expense | Q4 2025 | About $88 million (new) |
| Cash taxes | Q4 2025 | About $45 million (new) |
| Metric | YoY | Note |
|---|---|---|
| Net revenue | -12.3% to $1.2 billion | year-over-year reduction in political advertising in the off-cycle year |
| Distribution revenue | -1.4% to $709 million | MVPD subscriber attrition and resolution of a non-recurring disputed customer claim, offset by rate increases and vMVPD growth; would have been slightly up without the dispute |
| Advertising revenue | -23.5% to $476 million | $145 million decline in political advertising; non-political essentially flat |
| Adjusted EBITDA | -$152 million to $358 million (29.9% margin) | primarily the election cycle |
| Adjusted free cash flow | $166 million versus $327 million | lower EBITDA and higher programming payments, partly offset by lower interest and favorable cash tax timing |
| Topic | Previous mention | Current period | Trend |
|---|---|---|---|
| TEGNA acquisition | Not yet announced | Definitive $6.2 billion agreement announced; DOJ second request received October 30, TEGNA shareholder vote set for November 18, closing expected second half of 2026 | — |
| Regulatory deregulation | Refresh-the-record proceeding open; 8th Circuit vacated top-four rule | 8th Circuit mandate issued October 21; 37 license transfer applications prepared pending government reopening; deregulatory rulemakings expected first half of 2026 | — |
| The CW turnaround | About 25% loss improvement in 2025, profitability in 2026 | Losses cut 24% in Q3; record CW Sports quarter; on track for ~25% full-year improvement and breakeven in 2026 | — |
| Leadership continuity | Prior questions about retirement timeline | Perry Sook extended his employment agreement as chairman and CEO through March 31, 2029 | — |
| 2026 political outlook | — | Way-too-early forecast points to a prodigious amount of political revenue in 2026 based on Nexstar's geography, with broadcast still dominant and CTV the fastest-growing category | — |