10/31/2025 | Press release | Distributed by Public on 10/31/2025 15:07
Item 8.01. Other Events.
As previously disclosed, on August 18, 2025, Nexstar Media Group, Inc., a Delaware corporation ("Nexstar"), and Teton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nexstar ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with TEGNA Inc., a Delaware corporation ("TEGNA"). Pursuant to the terms of the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into TEGNA (the "Merger"), with TEGNA continuing as the surviving corporation and as wholly owned subsidiary of Nexstar.
On October 30, 2025, the parties to the Merger Agreement (the "Parties") each received a request for additional information and documentary material (the "Second Request") from the U.S. Department of Justice (the "DOJ") in connection with the DOJ's review of the Merger. Issuance of the Second Request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), until 30 days after each Party has substantially complied with the Second Request, unless the waiting period is terminated earlier by the DOJ or extended by agreement of the Parties. The Parties will continue to cooperate with the DOJ staff in its review of the Merger.
The Parties expect that the Merger will be completed by the second half of 2026.
Completion of the Merger remains subject to the termination or expiration of the waiting period under the HSR Act and the satisfaction or waiver of the other closing conditions specified in the Merger Agreement.