Nexstar deal now drives TEGNA
- TEGNA agreed to be bought by Nexstar for $22.00 per share in cash.
- Stockholders approved the merger on November 18, 2025, but HSR and FCC approvals still matter.
- The company reached about 39% of U.S. TV households through 64 TV stations and two radio stations.
- Full-year 2025 revenue fell 13% to $2.71B as political ad revenue dropped after the election year.
- If the deal breaks, investors are left with a local TV business facing cord-cutting and weak ad demand.
A deal spread, not a normal TV bet
TEGNA is now mostly a merger story. Nexstar agreed to buy the company for $22.00 per share in cash. Stockholders approved the merger on November 18, 2025. The target close is the second half of 2026, if regulators approve it.
The bull case is simple. If the deal closes, buyers who paid less than $22.00 get the gap between their price and the cash offer. That makes the key question less about long-term TV growth and more about HSR antitrust review and FCC approval.
The bear case is also clear. If regulators block the deal, TEGNA stays public. Then the stock would likely trade on its own shrinking TV economics, not on the deal price. In 2025, AMS revenue fell 4% and Distribution revenue fell 1%, so the standalone trend is not strong.
The main open question is what regulators may demand. Station sales or other conditions could slow the deal or change the path to closing.
Fees, ads, and election years
TEGNA owns local broadcast stations. Cable, satellite, and streaming TV bundles pay Distribution fees to carry those stations. These fees are paid per subscriber, so cord-cutting hurts even when contract rates rise.
The company also sells Advertising & Marketing Services, or AMS. This includes local and national ads on TV, websites, apps, and Premion, its connected TV ad platform. AMS depends on the economy and on where advertisers choose to spend money.
Political ads are the swing factor. Revenue jumps in even-numbered election years and falls hard in odd years. In 2025, Political revenue was $38.8M, down from $373.2M in 2024.
The moat is local reach plus major network ties. TEGNA owns a large group of NBC, CBS, ABC, and FOX affiliates in large markets, which helps bring sports, news, and high-viewership programming to advertisers and distributors.
What TEGNA sells
Local TV stations
TEGNA owns 64 TV stations across 51 U.S. markets. Local news and community coverage are the core products.
Network affiliate programming
Stations carry programming from NBC, CBS, ABC, and FOX. That gives TEGNA access to major shows and sports that draw viewers.
Distribution rights
TV distributors pay to carry TEGNA stations. This is the largest 2025 revenue category, but it is pressured by pay-TV subscriber losses.
Advertising & Marketing Services
TEGNA sells ad time and digital ad products to local and national advertisers. Demand can weaken when the economy slows or ad dollars move to larger digital platforms.
Premion
Premion helps brands buy connected TV and streaming ads. It gives TEGNA a way to follow viewers as they move away from traditional TV.
True Crime Network and Quest
These multicast networks add more programming and ad inventory. They are smaller than the main station business.
Political advertising
Political campaigns buy ad time during election cycles. This revenue is highly cyclical, with much stronger results in even-numbered years.
2025 revenue mix
TEGNA reports one operating segment, but it breaks revenue into Distribution, AMS, Political, and Other. The shares below use full-year 2025 revenue of $2.71B.
What could break the setup
Merger blocked or delayed
High impact · Medium oddsThe Nexstar deal needs HSR antitrust clearance and FCC approval. If the merger does not close, shareholders do not receive the $22.00 cash price. TEGNA would remain public with weaker standalone trends.
Regulators require divestitures
Medium impact · Medium oddsNexstar and TEGNA both own local TV assets, so regulators may focus on market overlap and ownership limits. Required station sales could slow approval or change the deal process. The key risk is timing, not just economics.
Pay-TV subscribers keep falling
High impact · High oddsDistribution revenue depends on the number of households paying for TV bundles. In 2025, Distribution revenue fell 1% as subscriber declines offset part of the benefit from rate increases. Faster cord-cutting would hurt the standalone value if the merger fails.
Advertising market stays weak
Medium impact · Medium oddsAMS revenue fell 4% in 2025. Local and national advertisers can cut spending when the economy slows, and digital ad platforms remain tough competitors. Premion helps, but it may not offset weakness in traditional TV ads fast enough.
Network or retransmission renewals worsen
Medium impact · Medium oddsTEGNA needs network affiliation deals and retransmission agreements to keep its model working. Bad renewal terms could squeeze profits or reduce the value of its station portfolio. Disputes can also lead to temporary blackouts.
In one breath
What is the Nexstar offer for TEGNA?
Nexstar agreed to buy TEGNA for $22.00 per share in cash. TEGNA stockholders approved the merger on November 18, 2025, but regulators still need to clear it.
Why does TEGNA make more money in election years?
Political campaigns buy TV ads to reach local voters. That makes Political revenue much higher in even-numbered election years and much lower in odd-numbered years.
What happens if the merger fails?
Shareholders would not receive the $22.00 cash payment. TEGNA would stay public, and the stock would likely be judged on its own business, which faces cord-cutting and ad pressure.