Tegna Inc.

03/02/2026 | Press release | Distributed by Public on 03/02/2026 06:59

On track to complete proposed acquisition by Nexstar Media Group by the second half of 2026, subject to regulatory approvals and customary closing conditions (Form 8-K)

On track to complete proposed acquisition by Nexstar Media Group by the second half of 2026, subject to regulatory approvals and customary closing conditions

McLean, Va. - TEGNA Inc. (NYSE: TGNA) today announced financial results for the fourth quarter and full-year 2025, ended December 31, 2025.

FOURTH QUARTER FINANCIAL HIGHLIGHTS:

All Year-Over-Year Comparisons Unless Otherwise Noted:

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Total company revenue was down 19% from the prior year at $706 million primarily due to lower political advertising revenue, consistent with cyclical even-to-odd year comparisons partially offset by growth in Advertising and Marketing Services (AMS) revenue.
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Distribution revenue was slightly lower at $358 million due to subscriber declines, partially offset by contractual rate increases and distribution renewals.
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AMS revenue grew 4% to $322 million driven by growth in both linear and local digital advertising, partially offset by TV advertising market challenges and lower Premion-related revenue as the company continues to cycle through the exit of a major exclusive reseller partner disclosed last quarter.
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GAAP operating expenses decreased 1% to $587 million and non-GAAP operating expenses1 decreased 3% to $569 million due to core operational cost cutting initiatives, primarily seen in compensation and outside services expense reductions.
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GAAP and non-GAAP operating income1 totaled $119 million and $137 million, respectively.
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GAAP net income attributable to TEGNA Inc. was $56 million and non-GAAP net income attributable to TEGNA Inc.1 was $82 million.
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GAAP and non-GAAP earnings per diluted share1 were $0.34 and $0.50, respectively.
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Total company Adjusted EBITDA2 decreased 48% to $161 million primarily due to lower political advertising revenue, partially offset by continued cost-cutting initiatives.
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Net cash flow from operations was $107 million and Adjusted free cash flow3 was $93 million. TEGNA returned $20 million to shareholders through dividends during the fourth quarter.
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Interest expense decreased 17% to $36 million due to the early redemption of the 4.75% senior notes due March 15, 2026 during the prior quarter.
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Cash and cash equivalents totaled $291 million at the end of the fourth quarter. Net leverage finished the fourth quarter at 2.8x4.

1 See Table 3 for details

2 See Table 4 for details

3 See Table 5 for details

4 See Table 6 for details

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FULL-YEAR 2025 FINANCIAL HIGHLIGHTS:

All Year-Over-Year Comparisons Unless Otherwise Noted:

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Total company revenue was down 13% from the prior year at $2,712 million due to lower political advertising revenue consistent with cyclical even-to-odd year comparisons, and lower AMS revenue.
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Distribution revenue was down 1% at $1,466 million due to subscriber declines, partially offset by contractual rate increases and distribution renewals.
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AMS revenue decreased 4% to $1,169 million due to TV advertising market challenges and lower Premion-related revenue as the company continues to cycle through the exit of a major exclusive reseller partner disclosed last quarter, partially offset by growth of local digital advertising and local sports rights.
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GAAP operating expenses decreased 2% to $2,269 million and non-GAAP operating expenses1 decreased 2% to $2,230 million due to core operational cost cutting initiatives, primarily seen in compensation and outside services expense reductions.
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GAAP and non-GAAP operating income1 totaled $443 million and $482 million, respectively.
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GAAP net income attributable to TEGNA Inc. was $220 million and non-GAAP net income attributable to TEGNA Inc.1 was $267 million.
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GAAP and non-GAAP earnings per diluted share1 were $1.34 and $1.63, respectively.
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Total company Adjusted EBITDA2 decreased 38% to $579 million primarily due to lower political advertising revenue, partially offset by continued core operational cost-cutting initiatives.
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Net cash flow from operations was $326 million and Adjusted free cash flow3 was $316 million. As a result, 2024/2025 two-year Adjusted free cash flow totaled $1.0 billion, achieving the previously announced guidance range of $900 million to $1.1 billion. TEGNA returned $80 million to shareholders through dividends in 2025.
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Interest expense decreased 6% to $158 million due to the early redemption of the 4.75% senior notes due March 15, 2026 during the prior quarter.

TRANSACTION OVERVIEW:

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On August 19, 2025, TEGNA Inc. and Nexstar Media Group announced a definitive agreement under which Nexstar will acquire all outstanding shares of TEGNA for $22.00 per share in a cash transaction valued at $6.2 billion. TEGNA stockholders voted to approve the transaction5 at the special meeting of stockholders held on November 18, 2025. The closing of the transaction is expected to occur by the second half of 2026, subject to regulatory approvals and other customary closing conditions.
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In light of the pending merger between TEGNA and Nexstar, TEGNA will not be providing forward-looking guidance with respect to financial metrics.
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TEGNA has suspended share repurchases under our previously announced share repurchase program. As permitted by the definitive agreement with Nexstar, TEGNA expects to continue to pay its regular quarterly dividend through the closing of the transaction.

KEY BUSINESS UPDATES:

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TEGNA's Connected TV (CTV) streaming initiatives continued to gain momentum, with 69% year-over-year growth among monthly active users. TEGNA stations have the #1 local CTV streaming app in 40 of 41 TEGNA markets measured by Comscore.
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TEGNA continued to make progress on its mobile initiatives, delivering a best-in-class mobile app featuring thousands of original mobile videos in a scrolling vertical feed. The new app debuted in beta markets Atlanta, Indianapolis, Seattle and Denver, where session length has increased twofold and users are consuming more than 15 times the number of videos per session.

5 https://www.tegna.com/tegna-shareholders-approve-merger-agreement-with-nexstar-media-group/

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Tegna Inc. published this content on March 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 02, 2026 at 12:59 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]