Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Part IV
Exhibits and Financial Statement Schedules
Form 10-K Summary
PART I
ITEM 1.
BUSINESS
Our Business Overview
TEGNA Inc. (the Company) serves local communities across the U.S. through trustworthy journalism, engaging content, and tools to help people navigate their daily lives. Through customized marketing solutions, we help businesses grow and thrive. With 64 television stations and two radio stations in 51 U.S. markets, we are the largest owner of top four network affiliates in the top 25 markets among independent station groups, reaching approximately 39% of U.S. television households. We are one of the nation’s largest producers of local news, producing more than 1,700 hours of news per week. Additionally, through our network affiliation and local sports rights agreements, we carry popular sports content which includes professional and collegiate sports and the Olympics. Each television station has a robust digital presence across website, mobile, connected television (CTV), streaming and social platforms, reaching consumers on all devices and platforms they use to consume news content. Our combined local and national sales forces capitalize on the reach provided by these offerings to provide our advertising customers with an extensive customer base. We deliver results for advertisers across our television, website, CTV and station streaming app networks and Premion, which reaches third-party streaming app and CTV networks. We have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards.
We also strive to better serve our communities, customers and advertisers through local streaming apps that offer live and on-demand personalized, hyper-local, always-on content and services. Through this approach to local streaming, we seek to focus on content that is hyper-relevant to our audience and that in turn provides further value to our advertising customers by allowing them to effectively reach their target audience on whatever device on which our viewers may be consuming our content.
In late 2016, we launched Premion, the industry’s first local advertising solution for streaming apps and CTV platforms. We provide local, regional and national brands with an effective, turnkey solution to run streaming CTV advertising campaigns in all 210 linear television markets in the United States. We have built our advertising business on local as our competitive advantage: our large, local salesforce is leveraging relationships with local and regional advertisers to sell Premion inventory to deliver scale and measurable outcomes at the local level.
Merger Agreement
On August 18, 2025, the Company entered into an Agreement and Plan of Merger (the Merger Agreement), with Nexstar Media Group, Inc., a Delaware corporation (Nexstar) and Teton Merger Sub, Inc. (Merger Sub), a Delaware corporation and a wholly owned subsidiary of Nexstar.
The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that at closing of the transactions contemplated by the Merger Agreement, (i) Merger Sub will be merged with and into the Company (the Merger), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Nexstar, and (ii) each share of common stock, par value $1.00 per share, of the Company (the Common Stock) outstanding immediately prior to the effective time of the Merger (the Effective Time), other than certain excluded shares, will at the Effective Time automatically be converted into the right to receive $22.00 per share of Common Stock in cash, without interest.
The Merger Agreement contains certain termination rights for the parties and provides that, upon termination of the Merger Agreement under certain specified circumstances, Nexstar will be required to pay TEGNA a termination fee of $125.0 million.
TEGNA has made customary representations, warranties and covenants in the Merger Agreement. If the Merger is consummated, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
On November 18, 2025, the stockholders of TEGNA voted to adopt the Merger Agreement. The Merger is subject to the satisfaction of customary closing conditions, including receipt of applicable regulatory approvals, and is expected to close by the second half of 2026.
Our Operating Structure
We have one operating and reportable segment, which generated revenues of $2.7 billion in 2025. The primary sources of our revenues are: 1) distribution revenues, reflecting fees paid by satellite, cable, streaming apps and telecommunications providers to carry our television content on their platforms, as well as amounts we earn from licensing content to other outside parties for redistribution; 2) advertising & marketing services (AMS) revenues, which include local and national non-political television advertising, digital marketing services (including Premion), and advertising on stations’ websites, tablet and mobile products and streaming apps; 3) political advertising revenues, which are driven by even-year election cycles at the local and national level (e.g., 2024, 2026, etc.) and particularly in the second half of those years; and 4) other services, such as production of programming and tower rentals.
Our Revenue Sources
Distribution
Distribution revenue is primarily generated from retransmission agreements with multichannel video programming distributors (e.g., cable and satellite providers) (MVPDs) and virtual multichannel video programming distributors (vMVPDs) that deliver a package of linear video content to consumers over the Internet (e.g., YouTube TV and Hulu + Live TV). Under these multi-year contracts, we grant these providers the right to include our stations’ content in their packages of video offerings that they make available to consumers in exchange for a fee. The amount of revenue earned is based on the number of subscribers to which the MVPDs and vMVPDs retransmit our signal and is calculated at the negotiated fee per subscriber under each agreement. Distribution revenue also includes amounts we earn from licensing content to other outside parties for redistribution.
Linear broadcast television channels, powered by compelling local and network content, continue to have broad appeal in terms of household viewership, viewing time and audience reach, making it highly desirable for distributors and providers to include our stations in their channel lineups. The overall reach of events such as the Olympics and NFL football, together with our extensive local news and non-news programming, continues to surpass the reach in viewership of individual cable channels. Our ratings and reach are driven by the quality of programs we and our network partners produce and by the strong local connections we have to our communities, which gives us a unique position among the numerous program choices viewers have, regardless of platform.
Advertising and marketing services
Advertising revenues are generated from sales of advertising on our television stations’ programming, as well as our digital advertising offerings, which include our websites, mobile apps, CTV streaming apps, and free, ad supported streaming television (FAST) channels, and Premion, our digital advertising solution that reaches third-party streaming app and CTV networks. Advertising pricing is influenced by demand for advertising time. This demand is driven by a variety of factors, including the size and demographics of the local populations, the concentration of businesses, local economic conditions, and the popularity or ratings of the station’s programming.
Our television stations produce local programming such as news, sports, weather, and entertainment. In addition, our portfolio of “Big 4” NBC, CBS, ABC and FOX stations operate under long-term network affiliation agreements. Generally, a network provides programming to its affiliated television stations and the network sells commercial advertising for certain of the available advertising spots within such programming, while our television stations sell the remainder of the available commercial advertising spots within the network programming as well as the spots within the other local programming that the station originates.
Our dedicated, experienced team of advertising professionals aims to deliver customized marketing solutions with seamless execution to help our clients grow their business. Across linear, desktop, mobile and streaming platforms, TEGNA connects our clients’ brands and messaging with locally-motivated audiences to advance their marketing and business objectives via a holistic marketing approach. In addition to delivering relevant audiences, TEGNA supports clients with vertical insights and innovative attribution analytics to optimize, and demonstrate the performance of those client’s media investments. For advertisers of all sizes, TEGNA offers brand exposure across both individual and multiple-market campaigns.
Political
Broadcast television remains the most popular medium for political advertising. Political advertising is sold to presidential, gubernatorial, U.S. Senate and House of Representative candidates, as well as to candidates running in state and local races. Political action committees and other advocacy groups on either or both sides of political issues also frequently buy local spot advertising from our stations. Our broadcasting and digital assets together offer political advertisers the ability to reach voters across the country, not just in TEGNA television markets. Political advertising has proven to be a strong, dependable revenue stream. We believe we are well-positioned for political revenues in even years to come based on our station footprint and our broadcast and digital reach.
Our Strategy
TEGNA provides an essential service to local communities across America. Local news helps communities in times of crisis, holds our leaders accountable, and connects people to the information and stories that help them navigate their daily lives and engage with their communities.
We reach people over the air (approximately 15 to 18% of American households depend on over-the-air TV in part or completely for access to television), on cable and satellite, and online through our live and on demand CTV streaming apps, FAST channels, local websites and mobile apps, and social media channels. In aggregate, we serve over 100 million people with our trusted information every month.
TEGNA’s stations have received repeated accolades for their journalistic prowess. In 2025, our stations were recognized with six National Edward R. Murrow Awards for excellence in broadcast journalism, more than any other station group. KING in Seattle was recognized for Overall Excellence, Large Market Television, marking a fourth consecutive year a TEGNA station has received this honor. Our stations also received 59 Regional Edward R. Murrow Awards, including three for overall excellence, the highest achievement awarded, as well as seven National Association of Black Journalists Salute to Excellence Awards, two Alfred I. duPont-Columbia University Awards and four Gracie Awards.
Our local brands have served their communities for decades, building strong relationships with their local audiences. In an era of wavering trust in news and institutions, local news continues to be viewed by a majority of consumers as objective, nonpartisan, and trustworthy.
We also provide an essential service to local advertisers that want to grow their business by reaching local consumers, with more than 11,700 local, regional, and national advertisers connecting with their current and future customers through our linear TV and digital products.
As the media ecosystem has evolved, and consumers have developed insatiable appetites for relevant content on all of their screens, the internet has created new opportunities to better serve local communities with personalized, hyper-local, always-on content and services. TEGNA’s strong local news brands, deep community trust, and the skill of professional local news teams, and relationships with local advertisers are valuable assets that create a “right to win” in this rapidly evolving space.
To capitalize on these digital opportunities, we are transforming how we create the news, sell local advertisers, and operate the company, guided by the following strategic choices:
Commitment to Local Journalism: Our core purpose is to build a sustainable future for trusted local journalism. We will intensify efforts to engage our communities whenever and wherever they need us, on whichever platform or screen that best suits their viewing habits.
A+ Talent and Culture: We strive to have the best talent and a culture of high focus and increased accountability for the company. By fostering an environment of excellence, we intend to ensure that our workforce is engaged, empowered, and equipped to drive our transformation and success.
Maximizing Our Linear TV Business: While the linear TV model is evolving, it remains a vital revenue source. We intend to maintain an unwavering focus on excellence in our traditional operations—breaking major stories, optimizing distribution agreements, and delivering value to our advertisers—to preserve our brand strength and financial stability.
Reimagining News Production: To meet audiences on their preferred platforms—smartphones, connected TVs, and traditional broadcasts—we are investing and working to modernize our news operations. This transformation includes leveraging AI, automation, and shared resources across stations to expand our reporting capabilities.
Integrating Sales Across Platforms: We are reforming our local sales approach by integrating linear and digital advertising solutions. We believe this will enhance the value we deliver to advertisers, supported by centralized automation and efficiency-driven initiatives.
Personalized Viewer Experiences: We are shifting from a traditional one-to-many broadcast mindset to a one-to-one engagement strategy, tailoring content delivery through digital platforms that grow more relevant and personalized with user interaction.
Zero Waste: We are reforming our operating system to ensure that every dollar we invest and every hour we spend directly contributes to audience growth, revenue generation, and margin expansion. We will be relentless in eliminating inefficiencies and focusing only on high-impact work.
Executing on these strategic priorities will improve our service to local communities, ensure a sustainable future for local news, and drive long term value for our shareholders.
Our Competition
Our business is comprised of linear television, streaming video, digital media, and marketing services for advertisers. Across these businesses, we compete for audiences, advertisers, and distribution revenue.
Audiences: The media landscape has undergone a dramatic transformation in recent years, with audience attention fragmenting across a vast and ever-growing array of channels. While we still compete with other broadcast stations for local linear news audiences, viewership of traditional broadcast television is steadily declining, particularly among younger demographics. Social media platforms like Facebook, Instagram and X, along with streaming giants like YouTube, Netflix, and Amazon Prime Video, dominate consumer attention. An ever-expanding creator economy now competes with traditional news outlets for consumer attention.
Advertisers: As audience attention has fragmented, so have advertiser dollars. While our stations still compete with traditional media companies, including broadcasters and other local media (e.g., newspapers and radio stations), they also increasingly compete with a vast array of digital competitors. According to BIA Advisory Services, digital media was expected to account for 54% of local advertising spend in 2025. These digital competitors include:
Social media platforms (Facebook, Instagram, TikTok, etc.), which offer highly targeted advertising options and sophisticated data analytics;
Streaming services (YouTube, Hulu, Netflix, etc.) that provide engaging content environments and increasingly robust advertising platforms;
Search engines (Google, Bing, etc.) that dominate online advertising through search ads, display ads, and programmatic advertising;
Online publishers (news websites, blogs, etc.) that offer niche audiences and opportunities for native advertising;
Programmatic platforms which offer advertisers the ability to reach specific audiences across multiple channels through the aggregation of a wide array of digital inventory; and
FAST distributors. As we expand distribution beyond traditional cable to other platforms, we encounter fierce competition from a vast array of content providers, including streaming services, other broadcasters, and niche channels, all vying for subscriber attention and revenue.
Distribution: As a broadcaster, our pursuit of distribution dollars faces a multifaceted competitive landscape.
Traditional MVPDs: We compete with fellow broadcasters for carriage fees alongside other cable properties like sports networks and premium channels.
vMVPDs: In most cases, our network partners have not given us the right to negotiate carriage terms and fees for our network-affiliated stations directly with vMVPDs. Instead, the networks negotiate with vMVPDs on behalf of independently owned affiliates as part of the networks’ negotiations for carriage of their own programming assets, which can lead to the network prioritizing payment for those assets over ours.
Network streaming platforms (e.g., Peacock and Paramount+): Networks may prioritize their own content within their branded streaming services, potentially impacting their willingness to pay us for our content.
Our Regulatory Environment
Our television and radio stations are operated under the authority of the Federal Communications Commission (FCC), the Communications Act of 1934, as amended (Communications Act), and the rules and policies of the FCC (FCC regulations). As a result, our stations are subject to a variety of obligations, such as restrictions on the broadcast of material deemed “indecent” or “profane,” sponsorship identification requirements, requirements to provide or pass through closed captioning for most programming, rules requiring the public disclosure of certain information about our stations’ operations (such as information regarding the sale of political advertising), and the obligation to offer programming responsive to the needs and interests of our stations’ communities. The FCC and/or Congress may alter or add to these requirements, and any such changes may affect the performance of our business. Certain significant elements of the FCC’s current regulatory framework for broadcast television are described in further detail below.
Licensing . Television and radio broadcast licenses generally are granted for eight-year periods. They are renewable upon application to the FCC and usually are renewed, except in rare cases in which a petition to deny, a complaint or an adverse finding as to the licensee’s qualifications results in loss of the license. We believe that our stations operate in substantial compliance with the Communications Act and FCC regulations.
Local Broadcast Ownership Restrictions . FCC regulations provide certain broadcast ownership rules and regulate network and local programming practices. Most notably, the rules generally permit common ownership of up to two full power television stations in the same market.
The FCC is required by statute to review its local broadcast ownership rules and regulations every four years, in a process known as a Quadrennial Review. On December 22, 2023, the FCC adopted an order completing its 2018 Quadrennial Review. The December 2023 order largely left in place the existing local broadcast ownership restrictions, except for adopting a more restrictive application of the local television ownership rule that generally prohibited ownership of more than one of the top four rated stations in the market at the time of acquisition (the Top Four Restriction). In February 2024, the National Association of Broadcasters and several individual broadcasters filed petitions for review of the December 2023 order in federal court, and in October 2025, in Zimmer Radio of Mid-Missouri, Inc. v. FCC, the U.S. Court of Appeals for the Eighth Circuit ruled in favor of the petitioners, eliminating the Top Four Restriction. The Eighth Circuit otherwise upheld the FCC’s retention of the other existing local broadcast ownership restrictions.
The FCC separately initiated a parallel 2022 Quadrennial Review proceeding on December 22, 2022. The FCC adopted a follow-up Notice of Proposed Rulemaking in the proceeding on September 30, 2025, seeking further comment on whether the remaining local broadcast ownership rules remain necessary in the public interest, including in light of changes in the marketplace. That proceeding remains pending. The pending Merger with Nexstar is conditioned on FCC approval, which may require waivers under certain of these rules.
The FCC requires the disclosure of shared services agreements (SSAs) in stations’ online public inspection files, though these agreements generally are not deemed to be attributable ownership interests. The FCC defines SSAs broadly to include a wide range of agreements between separately owned stations, including news sharing agreements and other agreements involving “station-related services.” We are party to an SSA under which our television station in Toledo, WTOL, provides certain services (not including advertising sales) to another Toledo television station owned by a third party. We are party to several other agreements involving the limited sharing of certain equipment and resources; some of these agreements may qualify as SSAs subject to disclosure.
National Broadcast Ownership Restrictions . The Communications Act prohibits any one person or entity from owning broadcast television stations that reach, in the aggregate, more than 39% of all U.S. television households. FCC regulations permit stations to discount the market reach of stations that broadcast on UHF channels by 50% (the UHF discount). In December 2017, the FCC issued a Notice of Proposed Rulemaking seeking comments on whether it can or should modify or eliminate the national ownership cap and/or the UHF discount; that proceeding remains open. Our 64 television stations reach approximately 28.9% of U.S. television households when the UHF discount is applied and approximately 38.7% without the UHF discount, based on Comscore U.S. television household estimates as of October 2025.
Retransmission Consent . As permitted by the Communications Act and FCC rules, we require cable and satellite operators to negotiate retransmission consent agreements to retransmit our television stations’ signals. Under the applicable statutory provisions and FCC rules, such negotiations must be conducted in “good faith.” FCC rules also provide stations with certain protections against cable and satellite operators importing duplicating network or syndicated programming broadcast by distant stations. Pay-TV interests and other parties continue to advocate for the FCC to alter or eliminate various aspects of the rules governing retransmission consent negotiations and stations’ exclusive rights. If the FCC adopts changes to the retransmission consent and/or exclusivity rules in the future, such developments could give cable and satellite operators leverage against broadcasters in retransmission consent negotiations, which could potentially adversely impact our revenue from retransmission and advertising. In addition, vMVPD platforms such as Hulu + Live TV, YouTube TV and DIRECTV Stream are not currently classified as MVPDs that are subject to the FCC’s retransmission consent negotiation rules. We have distribution contracts with major network partners and vMVPD platforms for carriage of our affiliated stations’ content on these platforms. We also have contracts with Fubo and DIRECTV Stream that provide for those operators’ carriage of our independent stations KONG (Everett, WA) and KFAA-TV (Decatur, TX) and our MyNetwork-affiliated station KTVD (Denver, CO).
NextGen TV (ATSC 3.0) . In November 2017, the FCC adopted an order authorizing broadcast television stations to voluntarily transition to a new technical standard, called Next Generation TV or ATSC 3.0. On June 20, 2023, the FCC adopted an order extending and revising certain of its rules governing the ATSC 3.0 transition. The new standard makes possible a variety of benefits for both broadcasters and viewers, including better sound and picture quality, hyper-localized programming including news and weather, enhanced emergency alerts, improved mobile reception, the use of targeted advertising, and more efficient use of spectrum, potentially allowing for more multicast streams to be aired on the same 6 megahertz channel. However, ATSC 3.0 is not backwards compatible with existing television equipment. To ensure continued service to all viewers, the FCC requires full-power television stations that transition to the new standard to continue broadcasting a version of at least the station’s primary program stream in the existing DTV standard (known as ATSC 1.0) until the FCC phases out the requirement in a future order. Current rules require the content of this primary stream simulcast signal to be substantially similar to the programming aired on the station’s ATSC 3.0 primary program stream until July 17, 2027.
On October 28, 2025, the FCC adopted a Fifth Further Notice of Proposed Rulemaking proposing revisions to the ATSC 3.0 rules, including revisions under which a station broadcasting in ATSC 3.0 would be permitted, but no longer required, to maintain an ATSC 1.0 simulcast, as well as revisions eliminating the “substantially similar” requirement for any such ATSC 1.0 simulcasts. Transitioning a station to ATSC 3.0 is voluntary under current FCC rules and requires significant expenditures. As of December 31, 2025, we are broadcasting the following primary channels in both ATSC 1.0 and ATSC 3.0 formats: KGW (Portland, OR), WTSP (Tampa, FL), KUSA (Denver, CO), KING (Seattle, WA), KONG (Everett, WA), WGRZ (Buffalo, NY), KXTV (Sacramento, CA), KPNX (Mesa, AZ), WCNC (Charlotte, NC), KTHV (Little Rock, AR), WXIA (Atlanta, GA), KSDK (St. Louis, MO), WTHR (Indianapolis, IN), WTIC (Hartford, CT), WCCT (Waterbury, CT), KHOU (Houston, TX), WUSA (Washington, DC), WHAS (Louisville, KY), WWL (New Orleans, LA), WUPL (Slidell, LA), KARE (Minneapolis, MN), KENS (San Antonio, TX), and KMSB (Tucson, AZ). In each case, in accordance with FCC rules, we have entered into channel sharing agreements with other local broadcasters in the market to facilitate this transition by hosting the applicable primary channel in either ATSC 1.0 or 3.0 format. We have converted KONG (Everett, WA), WCCT-TV (Waterbury, CT) and WUPL (New Orleans, LA) to operate in ATSC 3.0; each of these stations serves as a 3.0 “lighthouse” for its market and has its primary and multicast channels broadcast in ATSC 1.0 via channel sharing arrangements. The remaining stations noted above continue to operate their own facilities in ATSC 1.0 format while simulcasting their primary channels in ATSC 3.0 via a 3.0 lighthouse. We expect to continue rolling out the new standard in coordination with other broadcasters, taking into account relevant market dynamics and our overall capital planning. As we roll ATSC 3.0 service out to our stations, there can be no guarantee that such service will earn sufficient additional revenues to offset the related expenditures.
Environmental and Employee Safety . We are subject to various laws and government regulations concerning environmental matters and employee safety and health. Federal environmental laws and regulations that pertains to us include the Toxic Substances Control Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act and the Comprehensive Environmental Response, Compensation and Liability Act (also known as Superfund). We are also regulated by the Occupational Safety and Health Administration (OSHA) concerning employee safety and health matters. The Environmental Protection Agency (EPA), OSHA and other federal agencies have the authority to write regulations that have an effect on our operations.
In addition to these federal regulations, various states have authority under the federal statutes mentioned above. Many state and local governments have adopted environmental and employee safety and health laws and regulations, some of which are similar to federal requirements. State and federal authorities may seek fines and penalties for violating these laws and regulations. We believe that we have complied with such proceedings and orders at our stations without any materially adverse effect on our Consolidated Balance Sheets, Consolidated Statements of Income or Consolidated Statements of Cash Flows.
Our Human Capital
Our people and culture are critical to our long‑term strategy and business performance. We seek to attract, develop, and retain talented employees who share our commitment to building a sustainable future for local news. Our priority is to cultivate A‑level talent that demonstrates our values in everything they do by Working Smarter, Doing the Right Thing, Demanding the Truth and Winning.
Our programs support these goals by offering competitive pay, clear expectations, and meaningful opportunities for people who embrace responsibility, demonstrate accountability, and bring a strong growth mindset.
As of December 31, 2025, TEGNA employed approximately 5,500 full‑time and part‑time employees. Around 10% of our workforce is represented by labor unions through 27 local bargaining units, most affiliated with one of four major unions. These units operate under local collective bargaining agreements that generally follow broadcasting‑industry patterns, and we do not participate in industry‑wide or company‑wide bargaining.
TEGNA offers a wide range of learning and development programs for employees and leaders to build new skills, prepare for larger roles, and grow their careers in line with this mission and these values, including:
Manager Training : We invest in the learning and development of our managers as they are critical to the company’s long-term success. Our manager training is based on TEGNA’s critical leadership skills and provides a targeted and progressive curriculum. The program includes content on foundational policies and procedures, how to lead effectively, how managers can foster a high-performing team, and how to lead strategically through change and collaboration. We held five manager training sessions in 2025, covering approximately 140 managers.
Content & Ethical Journalism Training : In 2025, all newsrooms completed in-person training on TEGNA’s Principles of Ethical Journalism.
Sales Training : In 2025, TEGNA continued to invest in sales excellence by scaling the Sales Development Representative (SDR) Academy from a six-person cohort to a 20-person cohort and strengthening our pipeline of future sales leaders. The Dallas-based, 12-month in-person program equips recent graduates and professionals new to the industry with foundational selling skills, coaching, and real-world experience, creating a clear growth path into Inside Sales, Station Account Executive, and broader Account Team roles across the organization.
Complementing this focus, we also expanded a seller-led training library built “for sellers, by sellers,” featuring video learning modules available to all TEGNA sellers to reinforce consistent development and shared best practices.
To grow and develop new talent, TEGNA offers the following early career programs:
Producer-in-Residence (PIR) Program : TEGNA’s Producer-in-Residence (PIR) program is the largest entry-level producer development program in the industry. We recruit PIR participants at major journalism schools as well as regional universities and colleges. The program includes a producer boot camp followed by two-years of early career training as a producer at one of our local stations. In the last eight years, we have either promoted or are on track to promote 80% of the 274 participants hired into a regular producer position at a TEGNA station before the end of two-years. In 2025, we had 44 participants in the PIR program.
Summer Intern Program : TEGNA’s Summer Intern program provides rising college seniors with meaningful work assignments, connections to the communities we serve, and career development opportunities. We offer a variety of intern tracks, including producer, weather, anchor and reporter. The program has introduced a broad cross-section of next-generation news talent to TEGNA.
TEGNA’s Benefits
TEGNA is committed to offering comprehensive benefits that safeguard the physical, mental and financial health of our employees and their families. Over the last several years, TEGNA has made tremendous improvements to our benefits based on our employees’ direct feedback. These changes have included introducing new healthcare options, increasing the company’s contribution to health savings accounts, introducing extended paid time off for bereavement, and improving options to help growing families, including expanded parental leave and fertility coverage.
Plan Choice : TEGNA offers two medical plan options: the Consumer Choice Health Plan (CCHP) or the Preferred Provider Organization (PPO) plan both through Blue Cross Blue Shield of Texas, which offers comprehensive health care benefits for employees and their family members.
Health Savings Account (HSA) : Employees who enroll in the CCHP are eligible to contribute pre-tax money to an HSA to pay for qualified medical expenses. TEGNA contributes between $500 and $1,000 to an HSA, depending on coverage level. This can be used for copays, prescription drug costs and more. Money saved in an HSA rolls over year-to-year.
Virtual Telehealth : In today’s mobile world, having access to healthcare on-the-go is important. Through Teladoc ® , employees have 24/7 access to on-demand U.S. board-certified doctors and clinicians for non-emergency or general medical care available through video, phone or mobile app. TEGNA covers up to nine visits per family annually.
TEGNA provides employees a wide variety of mental health related benefits including:
Free Mental Healthcare : TEGNA provides every employee and each of their eligible dependents personalized mental health assistance, including 12 free therapy sessions and 12 free coaching sessions each year through our vendor, Spring Health. Employees do not need to be enrolled in TEGNA’s medical benefits to participate.
Throughout 2025, Spring Health hosted webinars on family mental health, safeguarding overall well-being and developing healthy habits such as mindfulness for managing stress.
TEGNA also provides a number of benefits to support our employees in their personal and family life, including:
TEGNA 401(k) Savings Plan : TEGNA’s 401(k) Savings Plan helps employees save now so they can experience financial security in the future. All employees, including part-time and temporary employees, can participate in the program. Employee contributions up to the first four percent of pay are eligible for a 100% match from the company, subject to a cap.
Fertility Benefits : If you are enrolled in the CCHP or PPO plan, you are eligible to use the family planning benefits offered by Progyny, a leading provider in fertility treatment options, including IUI, IVF, egg freezing and more. TEGNA provides full-time employees working 30+ hours per week with a Surrogacy Reimbursement benefit of $10,000 to support your journey to parenthood.
Parental Leave : All new parents receive at least six weeks of parental leave to focus on their growing family. Women who give birth can take a minimum of 12 weeks maternity leave paid at 100%.
Adoption or Surrogacy Assistance : Adoption and surrogacy assistance helps to pay for expenses incurred in building a family. The plan will reimburse 100% of eligible expenses to a maximum of $10,000.
Family Support : A partnership with Care@Work by Care.com helps employees manage family care needs while balancing work, including child, elder or pet care.
Time Away : Time away from the office is an important benefit that enables employees to relax and refresh mentally and physically. TEGNA’s paid time off program gives employees the flexibility to take time off by combining vacation, sick and floating holidays. Company holidays are observed throughout the year.
Safety and Security
Our head of security and safety coordinates ongoing safety training in all our newsrooms as part of our protection protocols for journalists. Between 2020-2025, we provided this training to more than 4,300 journalists. This comprehensive safety training includes:
TEGNA’s solo live shot policy.
Training on P.A.C.T.: P repare/planning, A ctive Awareness, Remaining C alm and T ouching Base. This includes instructions on what a journalist needs to do before, during and after a story is reported to remain safe. TEGNA’s head of safety and security demonstrates effective ways for journalists to remove themselves from harassing or threatening situations and how to contact the newsroom.
Managing high risk situations: Vigilance and protocols for severe weather and demonstrations are clearly explained and actively practiced.
Staying safe online: Digital, social and personal safety rules reminders are discussed, including how to report concerning behaviors.
Our Corporate Responsibility and Sustainability
Our core mission of helping people thrive in their local communities shapes everything we do and inspires our stations and employees to drive positive change where we live and work.
TEGNA Advances Environmental Stewardship Across Operations
Environmental commitment is a core priority for TEGNA, both in our journalism and in how we run our business. Along with regularly reporting on issues that impact our communities, we are reducing business travel through expanded use of video conferencing, upgrading studio lighting to LEDs, replacing inefficient HVAC systems and installing energy‑efficient roofing materials. We also focus on recycling and responsible disposal of technology equipment, including batteries, and on reducing waste in our corporate offices and production processes.
TEGNA continues to optimize its real-estate portfolio. For example, we have recently relocated our St. Louis station to a modern workspace. The St. Louis station went from 68 thousand square feet to 18 thousand square feet. The new studio is an ENERGY STAR certified building that saves energy, saves money, and helps protect the environment. It meets strict energy performance standards set by EPA.
TEGNA’s most recent studio build-outs have been in LEED certified buildings, and we consider this certification when looking for studio space. We have retired much of our large news gathering fleet as we transitioned to smaller and more fuel-efficient vehicles. We use satellite-based internet service products which allows us to retire large vehicles. As our transmitters reach end of life, we source replacement transmitters that are more efficient from an electricity and HVAC perspective.
Social Impact
Our stations and news teams reflect the TEGNA values in all of their efforts, striving to be the most trusted sources of news in our communities and to be agents of beneficial change in the markets we serve. Our journalists seek out the stories that impact their communities, demanding the truth, mining for dissent and holding power accountable. Committed to always maintaining the Principles of Ethical Journalism, our stations generate exceptional, award-winning journalism that saves lives, impacts communities and makes a meaningful difference to the people and places we serve.
In 2025, TEGNA stations were honored with:
National Edward R. Murrow Awards Highlight Excellence in Broadcast Journalism – Four TEGNA stations received a total of six 2025 National Edward R. Murrow Awards for excellence in broadcast journalism. KING in Seattle was recognized for Overall Excellence, Large Market Television, marking the fourth consecutive year a TEGNA station has received this honor. KARE in Minneapolis was recognized for Excellence in Video, KUSA in Denver was recognized for its News Series, Debt in the Dark , and WFAA in Dallas was honored Excellence in Writing.
Regional Edward R. Murrow Awards – Twenty-three TEGNA stations received a total of 59 Regional Edward R. Murrow Awards , including three for overall excellence, the highest achievement awarded. KING in Seattle received 11 awards total in the large market television category.
National Association of Black Journalists Salute to Excellence Awards – TEGNA news teams from WXIA in Atlanta, WJXX/WTLV in Jacksonville, WTHR in Indianapolis, WTSP in Tampa, WGRZ in Buffalo and WKYC in Cleveland were awarded Salute to Excellence Awards, recognizing journalism that best covers the Black experience or addresses issues affecting the worldwide Black community.
Gracie Awards Spotlight Women in Media – Four TEGNA stations were recognized with a Gracie Award for exemplary programming created by women, for women and about women, including KARE in Minneapolis, WKYC in Cleveland, WUSA in Washington, DC, and WXIA in Atlanta. KARE was also recognized with an Honorable Mention.
Addressing Community Needs
TEGNA stations identify pressing needs in their communities and partner with local nonprofit organizations to help address them. By leveraging on-air and digital awareness campaigns, they amplify the impact of charitable donations and elevate the profile of important issues and causes.
In 2025, when flooding devastated Central Texas during the July 4th weekend, donors across the country raised more than $800,000 for the TEGNA Texas Flood Relief Fund, set up by TEGNA and our Dallas station, WFAA in partnership with the Communities Foundation of Texas. One hundred percent of proceeds collected through the Fund went to non-profit organizations providing direct relief to people impacted by the floods.
Supporting Journalists and Press Freedom
In 2025, TEGNA sponsored 35 journalists to attend industry conferences including the National Association of Black Journalists, the Asian American Journalists Association, the National Association of Hispanic Journalists, NLGJA: The Association of LGBTQ+ Journalists, the National Weather Association, the Online News Association, and Investigative Reporters and Editors. These investments support training for the next generation of journalists and expand professional development opportunities for journalists and other media professionals.
Through sponsorships and donations, TEGNA continued to support important programs such as the T. Howard Foundation, the Reporters Committee for Freedom of the Press, Broadcasters Foundation of America and The Media Institute in their nonpartisan efforts to promote freedom of speech and encourage a competitive media environment and communications industry.
MARKETS WE SERVE
TELEVISION STATIONS AND AFFILIATED DIGITAL PLATFORM
State/District of Columbia
City
Station/website
Channel (1) /Network
Affiliation Agreement Expires in
Market TV
Households (2)
Founded
Alabama
Huntsville
WZDX(TV): rocketcitynow.com
Ch. 54/FOX
Arizona
Flagstaff
KNAZ-TV: 12news.com
Ch. 2/NBC
Mesa
KPNX(TV): 12news.com
Ch. 12/NBC
Tucson
KMSB(TV): tucsonnewsnow.com
Ch. 11/FOX
KTTU(TV): tucsonnewsnow.com
Arkansas
Fort Smith
KFSM-TV: 5newsonline.com
Ch. 5/CBS
Little Rock
KTHV(TV): thv11.com
Ch. 11/CBS
California
Sacramento
KXTV(TV): abc10.com
Ch. 10/ABC
San Diego
KFMB-TV: cbs8.com
Ch. 8/CBS
Colorado
Denver
KTVD(TV): my20denver.com
Ch. 20/MNTV
KUSA(TV): 9news.com
Ch. 9/NBC
Connecticut
Hartford
WTIC-TV: fox61.com
Ch. 61/FOX
Waterbury
WCCT-TV: yourcwtv.com/partners/hartford
District of Columbia
Washington
WUSA(TV): wusa9.com
Ch. 9/CBS
Florida
Orange Park
WJXX(TV): firstcoastnews.com
Ch. 25/ABC
Jacksonville
WTLV(TV): firstcoastnews.com
Ch. 12/NBC
St. Petersburg
WTSP(TV): wtsp.com
Ch. 10/CBS
Georgia
Atlanta
WATL(TV): 11alive.com
Ch. 36/MNTV
WXIA-TV: 11alive.com
Ch. 11/NBC
Macon
WMAZ-TV: 13wmaz.com
Ch. 13/CBS
Idaho
Boise
KTVB(TV) (3) : ktvb.com
Ch. 7/NBC
Illinois
Moline
WQAD-TV: wqad.com
Ch. 8/ABC
Indiana
Indianapolis
WTHR(TV) (4) : wthr.com
Ch. 13/NBC
Iowa
Ames
WOI-DT: weareiowa.com
Ch. 5/ABC
Ames
KCWI-TV: weareiowa.com
Kentucky
Louisville
WHAS-TV: whas11.com
Ch. 11/ABC
Louisiana
New Orleans
WWL-TV: wwltv.com
Ch. 4/CBS
Slidell
WUPL(TV) (5) : wwltv.com/mytv
Ch. 54/MNTV
Maine
Bangor
WLBZ(TV): newscentermaine.com
Ch. 2/NBC
Portland
WCSH(TV): newscentermaine.com
Ch. 6/NBC
Michigan
Grand Rapids
WZZM(TV): wzzm13.com
Ch. 13/ABC
Minnesota
Minneapolis
KARE(TV): kare11.com
Ch. 11/NBC
Missouri
St. Louis
KSDK(TV): ksdk.com
Ch. 5/NBC
New York
Buffalo
WGRZ(TV): wgrz.com
Ch. 2/NBC
North Carolina
Charlotte
WCNC-TV: wcnc.com
Ch. 36/NBC
Greensboro
WFMY-TV: wfmynews2.com
Ch. 2/CBS
Ohio
Cleveland
WKYC-TV: wkyc.com
Ch. 3/NBC
Columbus
WBNS-TV (6) : 10tv.com
Ch. 10/CBS
Toledo
WTOL(TV): wtol.com
Ch. 11/CBS
Oregon
Portland
KGW(TV) (7) : kgw.com
Ch. 8/NBC
Pennsylvania
Scranton
WNEP-TV: wnep.com
Ch. 16/ABC
York
WPMT(TV): fox43.com
Ch. 43/FOX
South Carolina
Columbia
WLTX(TV): wltx.com
Ch. 19/CBS
Tennessee
Knoxville
WBIR-TV: wbir.com
Ch. 10/NBC
Memphis
WATN-TV: localmemphis.com
Ch. 24/ABC
WLMT(TV): localmemphis.com
Texas
Abilene
KXVA(TV): myfoxzone.com
Ch. 15/FOX
Austin
KVUE(TV): kvue.com
Ch. 24/ABC
Beaumont
KBMT(TV) (8) : 12newsnow.com
Ch. 12/ABC
Corpus Christi
KIII-TV: kiiitv.com
Ch. 3/ABC
Dallas
WFAA(TV): wfaa.com
Ch. 8/ABC
Decatur
KFAA-TV: wfaa.com
Ch. 29/IND
Houston
KHOU(TV): khou.com
Ch. 11/CBS
Conroe
KTBU(TV): khou.com
Ch. 55/Quest
Odessa
KWES-TV: newswest9.com
Ch. 9/NBC
San Angelo
KIDY(TV): myfoxzone.com
Ch. 6/FOX
San Antonio
KENS(TV): kens5.com
Ch. 5/CBS
Nacogdoches
KYTX(TV): cbs19.tv
Ch. 19/CBS
Temple
KCEN-TV (9) : kcentv.com
Ch. 9/NBC
Virginia
Hampton
WVEC(TV) (10) : 13newsnow.com
Ch. 13/ABC
Washington
Seattle
KING-TV: king5.com
Ch. 5/NBC
Everett
KONG(TV): king5.com
Ch. 16/IND
Spokane
KREM(TV): krem.com
Ch. 2/CBS
KSKN(TV): spokanescw22.com
(1) Channel refers to the viewer-facing “virtual” channel associated with the station’s brand, which may differ from the radio frequency channel on which the station transmits.
(2) Market TV Households is the number of television households in each market, according to Comscore estimates effective October 2025. As of March 1, 2024, Comscore became TEGNA’s primary audience measurement partner. Comscore estimates are not directly comparable to Nielsen-based market household estimates included in prior years’ Annual Reports on Form 10-K.
(3) We also own KTFT-LD (NBC), a low power television station in Twin Falls, ID.
(4) We also own WALV-CD, a Class A television station in Indianapolis, IN.
(5) We also own WBXN-CD, a Class A television station in New Orleans, LA.
(6) We also own two radio stations, WBNS(AM) (1460), and WBNS-FM (97.1).
(7) We also own KGWZ-LD, a low power television station in Portland, OR.
(8) KBMT also operates a subchannel (KJAC/NBC), which is not counted. We also own KUIL-LD, a low power station in Beaumont, TX.
(9) We also own KAGS-LD, a low power television station in Bryan, TX.
(10) We also own WJHJ-LD, a low power television station in Newport News, VA.
In addition to the above television station properties, we also have the following digital and multicast network operations:
Locked On Podcast Network : www.lockedonpodcasts.com
Premion: www.premion.com
True Crime Network and Quest multicast networks: www.truecrimenetworktv.com and www.questtv.com
INVESTMENTS
We have non-controlling ownership interests in the following companies:
6AM City, Inc : www.6amcity.com
All City Network: www.allcitynetwork.com
Baller TV : www.ballertv.com
Boom Shakalaka : www.booment.com
Bustle Digital Group : www.bustle.com
Canela Media : www.canelamedia.com
CareerBuilder: www.careerbuilder.com
Kin Community: www.kincommunity.com
MadHive : www.madhive.com
Offline Ventures : www.offline.vc
Pearl: www.pearltv.com
Run3TV: www.pearltv.com
SIGNIA Venture Partners : www.signiaventurepartners.com
ViewLift: www.viewlift.com
Vizbee: www.vizbee.tv
Whistle Sports : www.teamwhistle.com
TEGNA ONLINE: News and information about us is available on our website, www.TEGNA.com. In addition to news and other information about us, we provide access through this site to our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after we file or furnish them electronically to the Securities and Exchange Commission (SEC). Certifications by our Chief Executive Officer and Chief Financial Officer are included as exhibits to our SEC reports (including this Form 10-K). We also provide access on this website to our Principles of Corporate Governance, the charters of our Audit, Leadership Development and Compensation, and Governance, Public Policy and Corporate Responsibility committees and other important governance documents and policies, including our Ethics and Insider Trading Policies. Copies of all of these corporate governance documents are available to any shareholder upon written request made to our Secretary at the headquarters address. We will disclose on our website changes to, or waivers of, our corporate ethics policy.
Our General Company Information
Our company was founded by Frank E. Gannett and associates in 1906 and was incorporated in 1923. We listed shares publicly for the first time in 1967 and reincorporated in Delaware in 1972. As of March 2, 2026, our headquarters is located at 8401 Greensboro Drive, Suite 300, McLean, VA, 22102. Our telephone number is (703) 873-6600 and our website home page is www.tegna.com. We make our website content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Annual Report on Form 10-K.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements for our annual stockholders’ meetings and amendments to those reports are available free of charge on our investor website, under “Investors” at www.tegna.com as soon as reasonably practical after we electronically file the material with, or furnish it to, the Securities and Exchange Commission (SEC). We also routinely post important information for investors on our investor website, under “Investors” at www.tegna.com. We use this website as a means of disclosing material information in compliance with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the “Investors” section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. In addition, copies of our annual reports will be made available, free of charge, upon written request. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including TEGNA Inc.
Certain factors affecting forward-looking statements
Certain statements in this Annual Report on Form 10-K that do not describe historical facts may constitute forward- looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “might,” “expect,” “positioned,” “strategy,” “future,” “potential,” “forecast,” “outlook,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These include, but are not limited to, statements regarding closing of the Merger, TEGNA’s future financial and operating results (including growth and earnings), capital allocation framework, plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are necessarily estimates reflecting the best judgment and current views, projections, estimates, expectations, plans, assumptions and beliefs about future events (in each case subject to change) of TEGNA’s senior management and involve a number of risks, uncertainties and other factors, many of which may be beyond our control that could cause actual results to differ materially from those views, projections, estimates, expectations, plans, assumptions and beliefs expressed or implied in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, risks and uncertainties related to:
The timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction with Nexstar (the Proposed Transaction);
Risks related to the satisfaction of the conditions to closing the Proposed Transaction (including the failure to obtain necessary regulatory approvals, in the anticipated timeframe or at all;
The risk that any announcements relating to the Proposed Transaction could have adverse effects on the market price of TEGNA’s common stock;
Disruption from the Proposed Transaction making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with TEGNA’s customers, vendors and others with whom it does business;
The occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with Nexstar;
Risks related to disruption of management’s attention from TEGNA’s ongoing business operations due to the Proposed Transaction;
Significant transaction costs;
The risk of litigation and/or regulatory actions related to the Proposed Transaction or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future;
Changes in the market price of TEGNA’s shares, general economic and market conditions, constraints, volatility, or disruptions in the capital markets;
The possibility that TEGNA’s capital allocation plan, including dividends, share repurchases and/or strategic acquisitions, investments and partnerships may not enhance long-term stockholder value ;
Legal proceedings, judgments or settlements;
TEGNA’s ability to re-price or renew subscribers;
Changes in, or failure or inability to comply with, government regulations including, without limitation, regulations of the FCC, and adverse outcomes from regulatory proceedings;
The effects of extreme weather and climate events on our operations as well as our counterparties, customers, employees, third-party vendors and suppliers;
Information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware or ransomware attacks;
Changes in technology, including changes in the distribution and viewing of television programming ;
The reaction by advertisers, programming providers, strategic partners, the FCC or other government regulators to businesses that we may seek to acquire;
The risk that we may become responsible for liabilities of businesses that we may acquire;
Future financial performance, including our ability to obtain additional financing in the future on favorable terms;
The failure of our business to produce projected revenues or cash flows;
Continued consolidation in the industry, including MVPDs, vMVPDs, advertising agencies and other important third parties;
The loss of key personnel and/or talent or expenditure of a greater amount of resources attracting, retaining and motivating key personnel than in the past;
Strikes or other union job actions that affect our operations, including, without limitation, failure to renew our collective bargaining agreements on mutually favorable terms;
Uncertainties inherent in the development of new business lines and business strategies;
Changes in laws or regulations under which we operate;
Competitor responses to our products and services;
Changes in consumer behaviors and impacts on and modifications to TEGNA’s operations and business relating thereto;
The potential effects of tariffs on the demand for our advertising services; and
Other economic, competitive, governmental, technological and other factors and risks that may affect TEGNA’s operations or financial results, which are discussed in this Annual Report on Form 10-K. Any forward-looking statements in this Annual Report on Form 10-K should be evaluated in light of these important factors.
The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. All subsequent written and oral forward-looking statements concerning the matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are qualified by these cautionary statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, these expectations may not be achieved. We may change our intentions, beliefs or expectations at any time and without notice, based upon any change in our assumptions or otherwise. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
ITEM 1A. RISK FACTORS
The following risk factors and the forward-looking statements disclaimer above should be read carefully in connection with evaluating our business and investing in our securities. These risks and uncertainties could cause actual results and events to differ materially from those anticipated. We seek to identify, manage and mitigate risks to our business, but risk and uncertainty cannot be eliminated or necessarily predicted. Many of the risk factors described under one heading below may apply to more than one section in which we have grouped them for the purpose of this presentation. The risks described below may not be the only risks we face. Additional risks that we do not yet perceive or that we currently believe are immaterial may adversely affect our business and the trading price of our securities. As a result, you should consider all of the following factors, together with all of the other information presented in this Annual Report on Form 10-K, in evaluating our business. These risk factors may be amended, supplemented or superseded from time to time in future filings and reports that we file with the SEC.
Risks Related to the Merger
On August 18, 2025, TEGNA Inc. entered into an Agreement and Plan of Merger (the Merger Agreement), with Nexstar Media Group, Inc. (Nexstar) and Teton Merger Sub, Inc. a wholly-owned subsidiary of Nexstar (Merger Sub). 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 a surviving corporation and as wholly owned subsidiary of Nexstar (the Merger).
The following are risk factors related to the Merger:
The Merger is subject to the satisfaction of closing conditions, including conditions that may not be satisfied or completed on a timely basis, if at all.
The consummation of the Merger is subject to a number of important closing conditions that make the closing and timing of the Merger uncertain. The conditions include, among others, (i) the absence of any order, writ, injunction, judgment, decree or ruling by a court of competent jurisdiction in the United States or law in the United States having been adopted prohibiting the consummation of the Merger; (ii) the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and under any agreement with a governmental entity not to consummate the transactions contemplated by the Merger Agreement that was entered into with the prior written consent of each of Nexstar and the Company; (iii) the grant by the FCC of applications required to be filed with the FCC to obtain the approvals of the FCC pursuant to the Communications Act of 1934, including the Telecommunications Act of 1996; (iv) the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers); (v) the performance and compliance in all material respects by the parties of their respective covenants required by the Merger Agreement to be performed or complied with by such party prior to the effective time of the Merger (the Effective Time); and (vi) the absence, since June 30, 2025, of any “Company Material Adverse Effect” (as defined in the Merger Agreement) that is continuing. We can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, if all required consents and approvals are obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such consents and approvals or the timing of the completion of the Merger. Many of the conditions to completion of the Merger are not within either our or Nexstar’s control, and neither us nor Nexstar can predict when or if these conditions will be satisfied (or waived, if applicable). Any delay in completing the Merger could cause us not to realize some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected timeframe.
Failure to complete the Merger in a timely manner, or at all, could negatively impact our future business and our financial condition, results of operations and cash flows.
If the Merger is not completed for any reason, our shareholders will not receive any payment for their shares in connection with the Merger. Instead, TEGNA will remain an independent public company, and its shares will continue to be traded on the New York Stock Exchange. In such an event, our ongoing business may be materially adversely affected and we would be subject to a number of risks, including the following:
we may experience negative reactions from the financial markets, including negative impacts on our stock price, and it is uncertain when, if ever, the price of the shares would return to the prices at which the shares currently trade;
we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting employees, distribution partners, content partners, business clients, customers, providers, advertisers and others with whom we do business;
we may still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor, printing and other professional services fees, which may relate to activities that we would not have undertaken other than in connection with the Merger;
we may miss the opportunity to take advantage of certain business opportunities that are restricted by the terms of the Merger Agreement and that we may have otherwise pursued absent those restrictions; because matters relating to the Merger require substantial commitments of time and resources by our management, we may also miss the chance to pursue other opportunities that could have been beneficial to us; and
we may be subject to litigation related to our failure to consummate the Merger.
If the Merger is not consummated, the risks described above may materialize and they may have a material adverse effect on our business operations, financial results and stock price, especially to the extent that the current market price of our common stock reflects an assumption that the Merger will be completed.
We are subject to certain restrictions in the Merger Agreement that may hinder operations pending the consummation of the Merger.
The Merger Agreement generally requires us to use reasonable best efforts to conduct our operations in all material respects in the ordinary course of business pending consummation of the Merger and restricts us, without Nexstar’s consent, from taking certain specified actions until the Merger is completed, subject to certain exceptions. These restrictions may affect our ability to execute our business strategies and attain our financial and other goals and may impact our financial condition, results of operations and cash flows.
These restrictions could be in place for an extended period of time if the consummation of the Merger is delayed, which may delay or prevent us from undertaking business opportunities that, absent the Merger Agreement, we might have pursued, or from effectively responding to competitive pressures or industry developments.
Whether or not the Merger is completed, the pending Merger may disrupt our current plans and operations, which could have an adverse effect on our business and financial results. For these and other reasons, the pendency of the Merger could adversely affect our business and financial results.
We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with employees, clients, customers, and others with whom we do business.
In connection with the proposed Merger, our current and prospective employees may experience uncertainty about their future roles with the combined company following the Merger, which may materially adversely affect our ability to attract and retain key personnel while the Merger is pending. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company following the Merger. Accordingly, no assurance can be given that we will be able to attract and retain key employees to the same extent that we have been able to in the past. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow and operate our business effectively.
The proposed Merger also could cause disruptions to our business or business relationships, which could have an adverse impact on our results of operations. Parties with which we have business relationships may experience uncertainty as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties or seek to alter their present business relationships with us. Parties with which we otherwise may have sought to establish business relationships may seek alternative relationships with third parties. The pursuit of the Merger and the preparation for the integration may also place a significant burden on management and internal resources. The diversion of management’s attention away from day-to-day business concerns could adversely affect our financial results.
Litigation relating to the Merger has been filed against TEGNA and the Board of Directors, and demand letters have been received by TEGNA, which could prevent or delay the completion of the Merger or result in the payment of damages.
As of March 2, 2026, three complaints have been filed by purported stockholders of TEGNA in connection with the Merger: Faul v. TEGNA Inc., et al., No. 25-cv-12161 (filed in the U.S. District Court for the Northern District of Illinois on October 3, 2025 (the "Faul Litigation"), Cohen v. TEGNA Inc., et al., Index No. 659416/2025 (filed in New York County on October 28, 2025), and Brady v. TEGNA Inc., et. al., Index No. 659438/2025 (filed in New York County on October 29, 2025), as further described in Note 11 of the Notes to the consolidated financial statements. The complaints generally allege that the preliminary proxy statement filed by TEGNA on September 17, 2025 in connection with the Merger (the Preliminary Proxy Statement) or the definitive proxy statement filed by TEGNA on October 10, 2025 in connection with the Merger (the Definitive Proxy Statement) include false and misleading information and/or fail to disclose allegedly material information in violation of federal or state law. The complaints seek, among other things, to enjoin TEGNA from consummating the Merger, or in the alternative, rescission of the Merger and/or compensatory damages, as well as attorneys’ and expert fees. As of February 17, 2026, the Faul Litigation has been dismissed without prejudice for want of prosecution. In addition to these complaints, TEGNA has received demand letters from counsel representing purported stockholders of TEGNA, alleging similar deficiencies and/or omissions in the Preliminary Proxy Statement or the Definitive Proxy Statement. TEGNA believes that the allegations in these actions are without merit. Additional complaints arising out of the Merger may be filed in the future, and additional demand letters arising out of the Merger may be received in the future.
Risks Related to Our Business and Industry
We are impacted by demand for advertising, which, in turn, depends on a number of factors, some of which are cyclical and/or seasonal, and will also fluctuate as a result of a number of other factors, many of which are beyond our control
In 2025, 43% of our revenues were derived from non-political television spot and digital advertising. Demand for advertising is highly correlated with the strength of the U.S. economy, both in the markets our stations serve and in the nation as a whole. Consequently, our operating results depend on the relative strength of the economy in our principal television markets as well as the strength or weakness of regional and national economic factors. Some measures taken by the government in 2025, including interest rate cuts by the Federal Reserve, eased certain pressures on the economy. However, macroeconomic factors, including inflation above certain benchmarks, as well as changes in spending, tax, and trade policies, could result in uncertainty and volatility that may impact our AMS revenue results. These factors may continue to pressure advertising revenues in 2026.
Our advertising revenues can also be affected by a variety of other factors outside our control, including, among other things, the viewership of the programming offered by our television stations, local and national advertising price fluctuations, the duration and extent of any network preemption of regularly scheduled programming for any reason, audience/attribution measurement services and industry adoption of such services, consolidation of agencies in the marketplace, our competitors’ activities, including increased competition from other advertising-based mediums, particularly digital and streaming platforms, and the internet, and labor disputes or other disruptions at programming providers, networks or professional sports leagues.
Our advertising revenues also vary substantially from year to year, driven by the political election cycle (i.e., even years, with presidential election cycles every four years driving outsized revenues); the ability and willingness of candidates and political action committees to raise and spend funds on television and digital advertising; and the competitiveness of the election races in our stations’ markets. In addition, advertising revenues are subject to seasonal fluctuations, with our second and fourth quarter operating results generally being stronger than those of the first and third quarters, driven by the increases in spring seasonal advertising in the second quarter and in advertising for the holiday season in the fourth quarter.
Competition from alternative forms of media may impair our ability to grow or maintain revenue levels in traditional and new businesses
Advertising and marketing services produce a significant portion of our revenues, with our stations’ affiliated desktop, mobile and tablet advertising revenues, as well as our streaming app product offerings being important components. Technology, particularly new video formats, streaming and downloading capabilities via the Internet, video-on-demand and other devices and technologies used in the entertainment industry continue to evolve rapidly, leading to alternative methods for the delivery and storage of content. These technological advancements have driven changes in consumer behavior and have empowered consumers to seek more control over when, where and how they consume news and entertainment, including through so-called “cutting the cord” and other consumption strategies. These changes in consumption have had a negative impact on our ability to generate distribution revenues, as the number of MVPD subscribers has declined period-over-period. For example according to a January 2026 Wells Fargo equity research report estimated that pay-TV subscribers decreased by 5.9% from 2024 to 2025. Because our distribution revenue is largely driven by the number of pay-TV subscribers maintained by our MVPD partners, a decline in subscribers has led to corresponding downward pressure on our distribution revenue. As cord-cutting has accelerated, it has been difficult to renew MVPD contracts on terms that are sufficiently favorable to fully offset this subscriber decline, and as a result, our distribution revenues declined in 2025. If current cord-cutting trends continue downward, or accelerate, and we are not able to negotiate renewed MVPD contracts on terms that are sufficiently favorable to offset the subscriber-driven declines, then we may experience a material decline in distribution revenue. In addition, there can be no assurance that these contracts will be renewed in the future, or renewed on favorable terms to us.
These innovations may affect our ability to maintain the audience for our linear television product, which may make our television stations less attractive to advertisers. For example, increasing demand for content generated for consumption through other forms of media such as Amazon Prime Video, YouTube, Disney+, Max, Hulu, Netflix, Paramount+ or Peacock could cause our advertising revenues to decline as a result of changes to the ratings of our programming, which may materially negatively affect our business and results of operations.
The value of our assets or operations may be diminished if our information technology systems fail to perform adequately
Our information technology systems are critically important to operating our business efficiently and effectively. We rely on our information technology systems, including systems hosted and operated by third-party vendors on our behalf, to manage our business data, communications, news and advertising content, digital products, order entry, fulfillment and other business processes. The failure of information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies, broadcasting disruptions, and loss of sales and customers, causing our business and results to be impacted.
Our efforts to minimize the likelihood and impact of adverse cybersecurity incidents and to protect our technology and confidential information may not be successful and our business could be negatively affected
In addition to the operational risks described above, our information technology systems and infrastructure, and that of our vendors, are also subject to increasing risks related to cybersecurity incidents. Cybersecurity attacks by third parties with malicious intent, including but not limited to, attacks on these systems, pose risks to our company. Further, advances in technology and the increasing sophistication of attackers have led to more frequent and effective cyber-attacks, including advanced persistent threats by state-sponsored actors, cyber-attacks relying on complex social engineering or “phishing” tactics, ransomware attacks, and other methods. We take measures to minimize the risk and impact of a cyber-attack, including utilization of multi-factor authentication, deployment of firewalls, virtual private networks for remote access, elevated access controls, standardized vendor access, active patching monitoring / logging, and regular training of our employees related to protecting sensitive information and recognizing “phishing” attacks. The measures we employ may not always be effective to prevent or detect cyber-attacks or incidents, and unauthorized access to our technology and confidential information may occur. Depending on the severity of the incident or cyber-attack, such events could result in business interruptions, disclosure of nonpublic information, loss of sales and customers, misstated financial data, liabilities for stolen assets or information, diversion of our management’s attention, transaction errors, processing inefficiencies, increased cybersecurity protection costs, litigation, and financial consequences, any or all of which could adversely affect our business operations and reputation. In addition, cybersecurity incidents could subject us to civil liability to customers and other third parties, as well as fines, penalties, or other legal recourse imposed by governmental or regulatory authorities, which could be substantial. We maintain cyber risk insurance, but this insurance may not cover, or may be insufficient to cover, all of our losses from incidents impacting our systems or those of our vendors. In addition, our business operations may be disrupted, and our results of operations may be impaired, by the impact of data security breaches or cyber-attacks on our vendors, and these potential disruptions and impairments may not be covered by our insurance policies.
We rely upon cloud computing services to operate certain significant aspects of our business and any disruption could have an adverse effect on our financial condition and results of operations
Our business depends upon cloud computing services provided by third parties, which allows us to maintain a distributed computing infrastructure platform for certain of our business operations, including data processing, storage capabilities, and other services. Such third-party cloud computing services are vulnerable to damage or interruption from infrastructure changes, natural disasters, cybersecurity attacks, power outages, terrorist attacks, and other events or acts. For example, in 2024 one of our key vendors experienced a worldwide outage of its systems that temporarily impacted our ability to broadcast new content. Because of the very short duration of the outage, the event did not have a material impact on our business, but future similar events of longer duration could have a material impact. We could experience future interruptions, delays and outages in service and availability from our third-party cloud computing providers from time to time due to a variety of factors, including, but not limited to, infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Because we cannot easily switch our cloud computing operations to other third-party providers, any future disruption of or interference with our use of third-party cloud computing service providers could have a materially negative impact on our business and the results of our operations.
As has historically been the case in the broadcast sector, loss of, or changes in, affiliation agreements or retransmission consent agreements could adversely affect operating results for our stations
Most of our stations are covered by our network affiliation agreements with the major broadcast television networks (ABC, CBS, NBC, and Fox). Under these agreements, the television networks produce and distribute programming to us in exchange for our stations’ commitments to air the programming at specified times and to pay the networks monetary compensation and other consideration, such as commercial announcement time during the programming. The cost of network affiliation agreements represents a significant portion of our operating expenses.
Each of our network affiliation agreements has a stated expiration date. With respect to the major broadcast networks, our principal expirations occur in the following years: NBC-early 2027, CBS-2028, ABC-2026 and Fox-2028. If renewed, the renewals of these network affiliation agreements may be on terms that are less favorable to us. The non-renewal or termination of any of our network affiliation agreements would prevent us from being able to carry programming of the affiliate network. This loss of programming would require us to obtain replacement programming, which may be more expensive and/or which may be less attractive to our audiences, resulting in reduced revenues.
In recent years, the networks have begun streaming their programming directly to consumers on the Internet and other distribution platforms (e.g., CBS on Paramount+ and NBC on Peacock), in some cases live or within a short period of the original network programming broadcast on local television stations, including those we own. An increase in the availability of network programming, particularly sports programming, on alternative platforms that either bypass or provide less favorable terms to local stations – such as cable channels, the Internet and other distribution vehicles – may dilute the exclusivity and the value of network programming originally broadcast by our stations and could adversely affect the business, financial condition and results of operations of our stations.
Our retransmission consent agreements with major MVPDs, including cable, satellite and telecommunications service providers, permit them to retransmit our stations’ signals to their subscribers in exchange for the payment of compensation to us. This source of revenue is the primary component of our distribution revenue stream, which represented approximately 54% of our 2025 total revenues and 48% of our 2024 total revenues. On occasion, we may not be able to agree on mutually acceptable terms when negotiating renewals prior to the expiration date of the agreement with the applicable operator. When this happens, the MVPD will be required to cease transmitting our programming (commonly referred to as a blackout or going dark) until such time as we are able to reach a new agreement. We will not be compensated by the MVPD during the period of the blackout. Future blackouts, should they occur, or if we are unable to renew our retransmission agreements on market terms, or at all, could negatively impact our business, financial condition and results of operations.
In addition, pay-TV interests and other parties continue to advocate for the FCC to alter or eliminate various aspects of the rules governing retransmission consent negotiations. On December 31, 2024, the FCC adopted rules requiring MVPDs to report future blackouts with broadcasters lasting longer than 24 hours to an FCC-operated, publicly accessible database; as of March 2, 2026, these rules are pending publication in the Federal Register, and no compliance date has been announced. The order adopting the rules contemplates that this reporting will be used, among other purposes, to “assist the Commission and Congress in the development of public policy relating to retransmission consent.” If the FCC adopts future changes to the retransmission consent rules, such developments could give cable and satellite operators leverage against broadcasters in retransmission consent negotiations, which could possibly adversely impact our revenue from retransmission and advertising.
We operate our business in a single broadcast segment, which increases our exposure to the changes and highly competitive environment of the broadcast industry
Broadcast companies operate in a highly competitive environment and compete for audiences, advertising and marketing services revenue and quality programming. Lower audience share, declines in advertising and marketing services spending, and increased programming costs would adversely affect our business, financial condition and results of operations. There can be no assurance that we will be able to compete successfully against existing, new or potential competitors, or that competition and consolidation in the media marketplace will not have a material adverse effect on our business, financial condition or results of operations.
In addition, the FCC and/or Congress may enact new laws and regulations, and/or changes to existing laws, regulations, or policies that could impact media ownership and other broadcast-related activities. Changes to FCC rules or policies may lead to additional opportunities as well as increased uncertainty in the industry.
Changing regulations may also impair or reduce our leverage in negotiating affiliation or retransmission agreements, adversely affecting our revenues, or result in increased costs, reduced valuations for certain broadcasting properties or other impacts, all of which may adversely impact our future profitability. All of our stations are required to hold broadcasting licenses from the FCC; when granted, these licenses are generally granted for a period of eight years. Under certain circumstances, the FCC is not required to renew any license and could decline to renew future license applications.
Changes in the regulatory environment could increase our costs or limit our opportunities for growth
Our stations are subject to various obligations and restrictions under the Communications Act and FCC regulations. Broadcast station acquisitions, such as those contemplated by the Merger (as discussed below), also are subject to FCC review and approval, as well as antitrust review by the Antitrust Division of the Department of Justice (DOJ). These requirements may be affected by legislation, FCC actions, or court decisions, and any such changes may affect the performance of our business, such as by imposing new obligations, by limiting our television stations’ exclusivity or retransmission consent rights, or by restricting our ability to pursue or consummate future transactions.
We may be subject to investigations or fines by governmental authorities, such as, but not limited to penalties related to violations of FCC indecency, children’s programming, sponsorship identification, closed captioning and other FCC rules and policies, the enforcement of which has increased in recent years, and complaints related to such violations may delay our license renewal applications with the FCC
We provide a significant amount of live news reporting that is provided by the broadcast networks or is controlled by our on-air news talent. Although both broadcast networks and our on-air talent have generally been professional and careful about the information they communicate, there is always the possibility that information may be reported that is unintentionally inaccurate or in violation of certain indecency rules promulgated by the FCC. In addition, entertainment and sports programming provided by broadcast syndicators and networks may contain content that is in violation of the indecency rules promulgated by the FCC. Because the interpretation by the courts and the FCC of the indecency or other rules is not always clear, it is sometimes difficult for us to determine in advance what may be indecent programming. We have insurance to cover some of the liabilities that may occur, but the FCC has enhanced its enforcement efforts relating to the regulation of indecency. Also, the FCC has various other rules governing broadcast content, including but not limited to obligations to air children’s television programming, commercial matter limitations within children’s programming, and closed captioning and sponsorship identification requirements. We are subject to these rules regardless of whether the programming is produced by us or by third parties. Violation of the indecency, children’s programming, closed captioning, sponsorship identification, or other rules could potentially subject us to penalties, license revocation, or renewal or qualification proceedings. In the past, we have incurred fines for violations of certain of these rules, none of which have been material. There can be no assurance that future incidents that may lead to significant fines or other penalties by the FCC can be avoided.
The success of much of our business is dependent upon the retention and performance of on-air talent and program hosts and other key employees
Our business depends upon the continued efforts, abilities and expertise of our corporate executive team. There can be no assurance that these individuals will remain with us. Our business, financial condition and results of operations could be materially adversely affected if we lose any of these persons and are unable to attract and retain qualified replacements. Additionally, our stations independently contract with on-air personalities and hosts, many of whom have significant loyal audiences in their respective markets. Although our stations have entered into long-term agreements with key on-air talent and program hosts to protect their interests in those relationships, we can give no assurance that all or any of these persons will remain with our stations or will retain their audiences. Competition for these individuals is intense and several states restrict our ability to enter into noncompete agreements with such personnel. Our competitors may choose to extend offers to any of these individuals on terms which our stations may be unable or unwilling to meet. Furthermore, the popularity and audience loyalty of our stations key on-air talent and program hosts is highly sensitive to rapidly changing public tastes. A loss of such popularity or audience loyalty is beyond our control and could limit our stations’ ability to generate revenue and could have a material adverse effect on our business, financial condition and results of operations.
We have invested and will continue to invest in new technology initiatives which may not result in usable technology or intellectual property
We have invested in, and will continue to invest in, the development of certain technologies and products that are important to the operation of our business. Product development is a costly, complex and time-consuming process, and the investment in product development often involves a long wait until a return, if any, is achieved on such investment. We continue to make significant investments in research and development relating to our technologies and products, but these investments are inherently speculative. Technical obstacles and challenges we encounter in our research and development process may result in delays in or abandonment of product commercialization, substantially increase the costs of development and negatively affect our results of operations.
We could be adversely affected by strikes or other union job actions
The cost of producing and distributing entertainment programming has increased substantially in recent years due to, among other things, the increasing demands of creative talent and industry-wide collective bargaining agreements. Although we generally purchase programming content from others rather than produce such content ourselves, our program suppliers engage the services of writers, directors, actors and on-air and other talent, trade employees, and others, some of whom are subject to these collective bargaining agreements. Approximately 10% of our employees are represented by labor unions under collective bargaining agreements. If we or our program suppliers are unable to renew expiring collective bargaining agreements, it is possible that the affected unions could take action in the form of strikes or work stoppages. Failure to renew these agreements, higher costs in connection with these agreements or a significant labor dispute could adversely affect our business by causing, among other things, delays in production that lead to declining viewers, a significant disruption of operations, and reductions in the profit margins of our programming and the amounts we can charge advertisers for time. Our stations also broadcast certain professional sporting events, and our viewership may be adversely affected by player strikes or lockouts, which could adversely affect our advertising revenues, results of operations. Further, any changes in the existing labor laws may further the realization of the foregoing risks.
Our operations and business have in the past been, and could in the future be, materially adversely impacted by a pandemic or other health emergency
Pandemics, such as the COVID-19 pandemic, and public health emergencies have in the past affected and may, in the future, adversely affect our businesses. We experienced adverse business impacts relating to advertising sales, the suspension of content production, delays in the creation and availability of our programming, and other negative effects on our business due to the COVID-19 pandemic. Additionally, if portions of our workforce, including key personnel, are unable to work effectively because of illness, government actions or other restrictions in connections with a pandemic or other public health emergency, there may be significant adverse effects on our business. In addition to the risks described above, a pandemic or other public health emergency may heighten other risks described in this section.
If we are unable to protect our domain names, our reputation and brands could be adversely affected
We currently hold various domain name registrations relating to our brands. The registration and maintenance of domain names generally are regulated by governmental agencies and their designees. Governing bodies may establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we may be unable to register or maintain relevant domain names. We may be unable, without significant cost or at all, to prevent third parties from registering domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights. Failure to protect our domain names could adversely affect our reputation and brands, and make it more difficult for users to find our business’s websites and services.
We may face intellectual property infringement claims that could be time-consuming, costly to defend and result in loss of significant rights
From time to time, our business receives claims alleging infringement of intellectual property rights of others. These claims could result in expensive and time-consuming litigation that could divert management’s attention from our business. If there is a successful claim of infringement against us, we may be required to pay substantial damages to the party claiming infringement or enter into royalty or license agreements that may not be available on acceptable or desirable terms, if at all. Our failure to license proprietary rights on a timely basis would harm our business.
We are subject to risks related to our use of Generative Artificial Intelligence (GAI), a new and emerging technology, which is in the early stages of commercial use
We have begun to evaluate the use of GAI in our business processes. In recent years, the use of GAI has come under increased scrutiny. This technology, which is a new and emerging technology in early stages of commercial use, presents a number of risks inherent in its use, including ethical considerations, public perception and reputational concerns, intellectual property protection, regulatory compliance, privacy and data/cyber security concerns, labor issues (i.e., concerns that GAI tools take the place of human workers), and reliability and accuracy of the information produced, all of which could have a material adverse effect on our business, results of operations and financial position.
GAI tools powered by third parties may ingest and use our content without our permission, thereby potentially harming the market for our valuable intellectual property and, in turn, adversely affecting our business. While we are investing in tools that we hope to allow us to protect and enforce our rights against these types of actors, doing so may be costly and time consuming, and there are no guarantees that we will be successful in protecting our intellectual property.
Further, new laws, guidance and decisions in this area may limit our ability to use GAI or decrease its usefulness, and/or may impact our ability to protect our intellectual property from infringing and competitive uses and enforce our rights in it. As a result, we cannot predict future developments in GAI and related impacts to our business and our industry. If we are unable to successfully adapt to new developments related to, and risks and challenges associated with GAI, our business, results of operations and financial position could be negatively impacted.
Risks Related to Ownership of Our Common Stock
Volatility in the U.S. credit markets could significantly impact our ability to obtain new financing to fund our operations or to refinance our existing debt at reasonable rates and terms as it matures
As of December 31, 2025, we had approximately $2.53 billion in debt and approximately $738.7 million of undrawn additional borrowing capacity under our revolving credit facility. During 2025, we retired $550 million of unsecured notes that were scheduled to mature in March 2026. Our remaining fixed rate term debt matures at various times from 2027 through 2029. If our operating results deteriorate significantly, we may not be able to pay amounts when due and a portion of these maturities may need to be refinanced. Access to the capital markets for longer-term financing is generally unpredictable and volatile credit markets could make it harder for us to obtain debt financings. In addition, any amounts borrowed under the revolving credit facility in the future are subject to a variable rate.
The value of our existing intangible assets may become impaired, depending upon future operating results
Goodwill and other intangible assets were approximately $5.29 billion as of December 31, 2025, representing approximately 77% of our total assets. Goodwill and indefinite-lived intangible assets are subject to annual impairment testing and more frequent testing upon the occurrence of certain events or significant changes in circumstances that indicate all or a portion of their carrying values may no longer be recoverable in which case a non-cash charge to earnings may be necessary. Definite-lived intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We may subsequently experience market pressures that could cause future cash flows to decline below our current expectations, or volatile equity markets could negatively impact market factors used in the impairment analysis, including earnings multiples, discount rates, and long-term growth rates. Any future evaluations requiring an asset impairment charge for goodwill or other intangible assets would adversely affect future reported results of operations and shareholders’ equity, although such charges would not affect our cash flow.
Changes in accounting standards can significantly impact reported operating results
Generally accepted accounting principles, accompanying pronouncements and implementation guidelines for many aspects of our business, including those related to intangible assets and income taxes, are complex and involve significant judgments. Changes in these rules or their interpretation could significantly change our reported operating results.
We may not realize the anticipated benefits of share repurchase activity
Future share repurchase activity, if any, could cause the price of the Company’s common stock to be higher than it otherwise would be and could potentially reduce the market liquidity for our stock. Although share repurchases are intended to enhance long-term stockholder value, there is no assurance they will do so because the market price of our common stock may decline below the levels at which we repurchased shares and short-term stock price fluctuations could reduce the effectiveness of the repurchases.
Repurchasing common stock would reduce the amount of cash we have available to fund capital expenditures, interest payments, dividends, debt retirements, share repurchases, investments in strategic initiatives and other operating requirements and we may fail to realize the anticipated benefits of share repurchases.
Any decrease in our dividend payments or suspension of our dividend payments could cause our stock price to decline
Our common stockholders are only entitled to receive the dividends declared by our Board of Directors. We paid dividends totaling $80.5 million in 2025. We expect to continue to pay a regular quarterly dividend of 12.5 cents per share, which is the maximum amount we are permitted to pay under the terms of the Merger Agreement (as defined above). However, future cash dividends, if any, will be at the discretion of our Board of Directors and can be changed or discontinued at any time. Dividend determinations (including the amount of the cash dividend, the record date and date of payment) will depend upon, among other things, our future operations and earnings, targeted future acquisitions, capital requirements and surplus, general financial condition, contractual restrictions and other factors as our Board of Directors may deem relevant. Given these considerations, our Board of Directors may either maintain the current dividend amount, decrease it at any time, or may decide to suspend or discontinue the payment of cash dividends in the future.
General Risk Factors
Any potential hostilities, terrorist attacks, or similarly newsworthy events leading to broadcast interruptions, may affect our revenues and results of operations
If any existing hostilities escalate, or if the United States experiences a terrorist attack or experiences any similar event resulting in interruptions to regularly scheduled broadcasting, we may lose revenue and/or incur increased expenses. Lost revenue and increased expenses may be due to preemption, delay or cancellation of advertising campaigns, or diminished subscriber fees, as well as increased costs of covering such events. We cannot predict the (i) extent or duration of any future disruption to our programming schedule, (ii) the amount of advertising revenue that would be lost or delayed, (iii) the amount of decline in any subscriber revenue or (iv) the amount by which broadcasting expenses would increase as a result. Any such loss of revenue and increased expenses could negatively affect our business, financial condition and results of operations.
Future acquisitions or business opportunities, including investments in complementary businesses could involve unknown risks that could harm our business and adversely affect our financial condition
From time to time, we have acquired or invested in complementary businesses and entered into joint ventures/investments. In the future we may make other acquisitions, invest in complementary businesses including joint ventures that involve unknown risks, and may involve significant cash expenditures, debt incurrence, operating losses and expenses that could have a material adverse effect on our business, financial condition, and results of operations. Such transactions involve numerous other risks including:
Difficulties integrating acquired businesses, technologies and personnel into our business and/or achieving expected synergies or increased revenues as a result of an acquisition;
Difficulties in obtaining and verifying the financial statements and other business information of acquired businesses;
Inability to obtain required regulatory approvals on favorable terms;
Potential loss of key employees, key contractual relationships or key customers of either acquired businesses or our business;
Assumption of the liabilities and exposure to unforeseen or undisclosed liabilities of acquired businesses, as well as exposure to industry risks of the business underlying the acquisition;
Dilution of interests of holders of our securities through the issuance of equity securities or equity-linked securities; and
In the case of joint ventures and other investments, interests that diverge from those of our partners without the ability to direct the management and operations of the joint venture or investment in the manner we believe most appropriate, or risks that our partners in strategic investments and infrastructure may encounter financial difficulties that could disrupt investee or partnership activities or impair assets acquired, which would adversely affect future reported results of operations and shareholders’ equity. In 2025, we recognized impairment charges of $14.4 million related to equity and debt investments.
Although we intend to conduct extensive business, financial and legal due diligence in connection with the evaluation of future business or acquisition opportunities, there can be no assurance our due diligence investigations will identify every matter that could have a material adverse effect on us. We may be unable to adequately address the financial, legal and operational risks raised by such businesses, acquisitions or joint ventures. The realization of any unknown risks could expose us to unanticipated costs and liabilities and prevent or limit us from realizing the projected benefits of the businesses or acquisitions, which could adversely affect our financial condition and liquidity. In addition, our business, financial condition, results of operations and the ability to service our debt may be adversely impacted depending on specific risks applicable to any business or company we acquire.
Any future transactions could be material in size and scope, and our stockholders and potential investors may have virtually no substantive information about any new business upon which to base a decision whether to invest in our securities. In any event, depending upon the size and structure of any acquisitions or investments, stockholders are generally expected to not have the opportunity to vote on the transaction, and may not have access to any information about any new business until the transaction is completed and we file a report with the SEC disclosing the nature of such transaction and/or business. Similarly, we may effect material dispositions in the future.
We could consume resources in researching acquisitions, business opportunities or financings and capital market transactions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or invest in another business
We anticipate that the investigation of each specific acquisition or business opportunity and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments, with respect to such transaction, will require substantial management time and attention and substantial costs for financial advisors, accountants, attorneys and other advisors. If a decision is made not to consummate a specific acquisition, business opportunities or financings and capital market transactions investment or financing, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific acquisition, investment target or financing, we may fail to consummate the investment or acquisition for any number of reasons, including those beyond our control. Any such event could consume significant management time and result in a loss to us of the related costs incurred, which could adversely affect our financial position and our ability to consummate other acquisitions and investments.
Possible strategic initiatives may impact our business
We will continue to evaluate the nature and scope of our operations and various short-term and long-term strategic considerations. There are uncertainties and risks relating to strategic initiatives. Also, prospective competitors may have greater financial resources. These factors may place us at a competitive disadvantage in successfully completing future acquisitions and investments. Future acquisitions or joint ventures may not be available on attractive terms, or at all. If we do make additional acquisitions, we may not be able to successfully integrate the acquired businesses. For example, we could face several challenges in the consolidation and integration of information technology, accounting systems, personnel and operations. In addition, while we believe that there may be target businesses that we could potentially acquire or invest in, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. We may need to obtain additional financing in order to consummate future acquisitions and investment opportunities. We cannot assure you that any additional financing will be available to us on acceptable terms, if at all. This inherent competitive limitation gives others with greater financial resources an advantage in pursuing acquisition and investment opportunities. Finally, certain acquisitions or divestitures may be subject to governmental approvals, including FCC and DOJ, as well as applicable FCC rules and regulations. If we do not realize the expected benefits or synergies of such transactions, there may be an adverse effect on our business, financial condition and results of operations.
From time to time we may be subject to litigation for which we may be unable to accurately assess our level of exposure and which, if adversely determined, may have a material adverse effect on our consolidated financial condition or results of operations
We and our subsidiaries are or may become parties to legal proceedings that are considered to be either ordinary or routine litigation incidental to our or their current or prior businesses or not material to our consolidated financial position or liquidity. There can be no assurance that we will prevail in any litigation in which we or our subsidiaries may become involved, or that our or their insurance coverage will be adequate to cover any potential losses. To the extent that we or our subsidiaries sustain losses from any pending litigation which are not reserved or otherwise provided for or insured against, our business, financial condition, and results of operations could be materially adversely affected.
Section 404 of the Sarbanes-Oxley Act of 2002 requires us to document and test our internal controls over financial reporting and to report on our assessment as to the effectiveness of these controls. Any delays or difficulty in satisfying these requirements or negative reports concerning our internal controls could have a material adverse effect on our future results of operations and financial condition
The Sarbanes-Oxley Act of 2002 requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. We must perform system and process evaluation and testing of our internal control over financial reporting to allow our management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in internal control over financial reporting that are deemed to be material weaknesses. Compliance with Section 404 may require that we incur substantial accounting expense and expend significant management time on compliance-related issues. The need to focus on compliance with Section 404 of Sarbanes-Oxley may strain management and finance resources and otherwise present additional administrative and operational challenges as our management seeks to comply with these requirements.
We may in the future discover areas of our internal controls that need improvement, particularly with respect to our existing acquired businesses, businesses that we may acquire in the future and newly formed businesses or entities. We cannot be certain that any remedial measures we take will ensure that we implement and maintain adequate internal controls over our financial reporting processes and reporting in the future.
Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we are not able to comply with the requirements of Section 404 in a timely manner, if we fail to remedy any material weakness and maintain effective internal control over our financial reporting in the future, or if our independent registered public accounting firm is unable to provide us with an unqualified report regarding the effectiveness of our internal controls over financial reporting to the extent required by Section 404 of the Sarbanes-Oxley Act of 2002, our financial statements may be inaccurate, our ability to report our financial results on a timely and accurate basis may be adversely affected, investors could lose confidence in the reliability of our financial statements, our access to the capital markets may be restricted, the trading price of our common stock may decline, and we may be subject to sanctions or investigations by regulatory authorities, including the SEC or NYSE. In addition, failure to comply with our reporting obligations with the SEC may cause an event of default to occur under our debt instruments, or similar instruments governing any debt we incur in the future.
Changes in governmental regulation, interpretation or legislative reform could increase our cost of doing business and adversely affect our profitability
Laws and regulations, including in the areas of advertising, consumer affairs, data protection, finance, marketing, privacy, publishing and taxation, are subject to change and to differing interpretations. Changes in the political climate or in existing laws or regulations, or their interpretations, or the enactment of new laws or the issuance of new regulations or changes in enforcement priorities or activity could adversely affect us by, among other things:
Increasing our administrative, compliance, and other costs;
Increasing our tax obligations, including unfavorable outcomes from audits performed by tax authorities;
Affecting our ability to continue to serve our customers and to attract new customers;
Limiting our use of or access to personal information;
Impacting the economics of creating or distributing content, anti-piracy efforts, or our ability to protect or exploit intellectual property rights;
Restricting our ability to market our services; and
Requiring us to implement additional or different programs and systems.
Extreme weather events and climate change could disrupt our broadcast operations and adversely affect our business
Our business is highly dependent on the ability to broadcast programming and maintain operations across a variety of platforms. Extreme weather events, such as hurricanes, floods, wildfires, and severe storms, may disrupt our ability to operate our broadcasting facilities and transmit signals to viewers. These events can damage or destroy our transmission towers, satellite equipment, and data centers, resulting in service interruptions and/or significant repair costs.
Severe weather events can also disrupt the availability of key personnel and impact our production capabilities, delaying or halting the production of scheduled programming. Additionally, these events may impair the physical infrastructure needed to support our distribution network, including cable systems, broadband networks, and transmission lines, thereby affecting our ability to deliver content to our audience.
Changes in weather patterns due to climate change could also have a significant impact on our advertising revenue. For example, extreme weather events may lead to reduced consumer spending or create advertising disruptions, as businesses may cut back on marketing expenditures in the aftermath of such events. Furthermore, regulatory changes related to climate change, including stricter environmental standards for broadcasting and emissions, could increase operational costs or affect our facilities.
Although we maintain business continuity plans and have made investments in infrastructure resilience, there can be no assurance that extreme weather events will not materially disrupt our operations or adversely affect our financial performance.
The imposition of tariffs may negatively impact the demand for advertising
In 2025, the U.S. government imposed tariffs on certain foreign goods and has raised the possibility of imposing significant, additional tariff increases or expanding the tariffs to include other countries and types of foreign goods. In response to these tariffs, other countries have implemented retaliatory tariffs on U.S. goods. Any such current and future tariff increases, expanding the scope of tariffs to capture other countries and types of foreign goods, other changes in U.S. trade policy or the imposition of retaliatory tariffs may adversely affect the businesses of our current and prospective customers, which could result in reduced advertising spend. Furthermore, political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, which could also reduce advertising spend.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
In today’s digital world, protecting our systems and data from cyberattacks and unintentional or malicious breaches is a priority for our leadership and Board of Directors. Our cybersecurity team is overseen by our Chief Technology Officer, who is directly supported by our Senior Director of IT Security and Compliance . This leadership team has decades of experience leading cybersecurity oversight and managing our organization’s cybersecurity risks. Team members who support our information security program have relevant educational, industry experience, and technical certifications. The technical leadership team provides quarterly and annual cybersecurity updates to our Board of Directors , briefing the Board on our cyber program, industry trends and risks, and any incidents the Company has experienced. Directors with experience in cybersecurity and technology play crucial roles in strategy, innovation, and oversight of the Company’s technology investments. The Board oversees our annual enterprise risk assessment, where we assess key risks within the Company, including security and technology risks and cybersecurity threats.
TEGNA uses the National Institute of Standards and Technology (NIST) Cybersecurity Framework and maintains clearly defined policies and standards for all employees and technical systems. We use external subject matter experts to provide independent assessments of the cybersecurity program. Following the NIST Cybersecurity Framework, TEGNA utilizes internal reporting, policies, software, training programs, secure software development coding practices and hardware solutions to protect and monitor our environment, including multifactor authentication on all critical systems, firewalls, intrusion, detection and prevention systems, vulnerability and penetration testing and identity management systems. Our network is continuously monitored using prevailing industry tools, and our cybersecurity team promptly investigates any anomalies. TEGNA has an extensive patching and software update program, and performance metrics are reported to our Board. All new employees are required to take a cybersecurity training course, and we have mandatory quarterly training modules for all employees.
We maintain third-party vendor policies and practices to identify, prioritize, and mitigate and remediate third party risk. Third-party access is narrowly limited in scope, granting access only to necessary systems with the lowest level of privileges required. Third-party access is monitored, and accounts are reviewed and attested to on a quarterly basis. TEGNA relies on third parties to implement security programs commensurate with their risk, and we cannot ensure in all circumstances that their efforts will be successful.
TEGNA has documented and tested incident response plans, which outline the steps to be followed from incident detection to containment, recovery, and notification, including notifying functional areas, as well as senior leadership and the Board, as appropriate. With assistance from third-party cybersecurity experts, TEGNA regularly conducts cybersecurity tabletop exercises with leadership and technical teams. TEGNA conducts compliance reviews of all cybersecurity policies and procedures at least annually and utilizes an outside cybersecurity firm to evaluate the overall program. Business units are required to attest to applicable TEGNA security controls monthly.
Notwithstanding the extensive approach TEGNA takes to cybersecurity, we face a number of cybersecurity risks in connection with our business. Although to date such risks have no t materially affected us, including our business strategy, results of operations or financial condition, we have from time-to-time experienced threats to our information systems and data. For more information about the cybersecurity risks we face, see Item 1A. “Risk Factors”.
ITEM 2. PROPERTIES
The types of properties required to support our television stations include offices, studios, sales offices, tower and transmitter sites. A listing of television station locations can be found on page 12. Our digital and multicast businesses that support our broadcast operations lease their facilities. This includes facilities for executive offices, sales offices and data centers. A listing of our digital businesses locations can be found on page 13. We lease our corporate headquarters facility, which is located in McLean, VA. We believe that none of our individual properties represents a material amount of the total properties owned or leased.
We believe all of our owned and leased facilities are in satisfactory condition, are well maintained, and are adequate for current use.
ITEM 3. LEGAL PROCEEDINGS
Information regarding legal proceedings may be found in Note 11 of the Notes to consolidated financial statements.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
I TEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our approximately 161.9 million outstanding shares of common stock were held by 4,993 shareholders of record as of February 19, 2026. Our shares are traded on the New York Stock Exchange (NYSE) with the symbol TGNA.
Purchases of Equity Securities
In December 2023, our Board of Directors authorized a share repurchase program for up to $650.0 million of our common stock through December 31, 2025. The shares were to be repurchased at management’s discretion, either on the open market or in privately negotiated block transactions. In 2024, we repurchased 18.6 million shares under this program at an average share price of $14.79 for an aggregate cost of $274.8 million. We did not repurchase any shares under the repurchase program during 2025. Under the terms of the Merger Agreement, TEGNA is not permitted to repurchase its common stock during the pendency of the Merger.
Dividend Policy
Since 2017, we have been paying a regular quarterly cash dividend. We paid dividends totaling $80.5 million in 2025 and $81.4 million in 2024. In the second quarter of 2024, we announced a 10% increase to our quarterly dividend from 11.375 to 12.5 cents per share. As permitted by the terms of the Merger Agreement, we plan to continue to pay our regular quarterly dividend of 12.5 cents per share through the closing of the Merger.
Comparison of Shareholder Return – 2021 to 2025
The following graph compares the performance of our common stock during the period December 31, 2020, to December 31, 2025, with the S&P 500 Index, and a peer group index we selected.
Our peer group includes The E.W. Scripps Company, Gray Media, Inc., Nexstar Media Group, Inc., and Sinclair, Inc. (collectively, the Peer Group). The Peer Group includes the largest publicly traded pure-play and diversified television broadcasting companies with meaningful television station assets and broadcast exposure. No such company of relevant scale is excluded from the Peer Group, except for the television networks, which are part of much larger entities in which television stations are a relatively small part of the aggregate enterprise.
The S&P 500 Index includes 500 U.S. companies in the industrial, utilities and financial sectors and is weighted by market capitalization. The total returns of our Peer Group index is also weighted by market capitalization.
The graph depicts representative results of investing $100 in our common stock, the S&P 500 Index, and the Peer Group index as of closing on December 31, 2020. It assumes that dividends were reinvested monthly with respect to our common stock, daily with respect to the S&P 500 Index and monthly with respect to the Peer Group companies.
INDEXED RETURNS
Year Ended
Company Name / Index
TEGNA Inc.
S&P 500 Index
Peer Group
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
TEGNA Inc. (the Company) serves local communities across the U.S. through trustworthy journalism, engaging content, and tools to help people navigate their daily lives. Through customized marketing solutions, we help businesses grow and thrive. With 64 television stations and two radio stations in 51 U.S. markets, we are the largest owner of top four network affiliates in the top 25 markets among independent station groups, reaching approximately 39% of U.S. television households. We are one of the nation’s largest producers of local news producing more than 1,700 hours of news per week. Additionally, through our network affiliation and local sports rights agreements, we carry popular sports content which includes professional and collegiate sports and the Olympics. Each television station has a robust digital presence across website, mobile, connected television (CTV), streaming and social platforms, reaching consumers on all devices and platforms they use to consume news content. Our combined local and national sales forces capitalize on the reach provided by these offerings to provide our advertising customers with an extensive customer base. We deliver results for advertisers across our television, website, CTV and station streaming app networks and Premion, which reaches third party streaming app and CTV networks. We have been consistently honored with the industry’s top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards.
We have one operating and reportable segment. The primary sources of our revenues are: 1) distribution revenues, reflecting fees paid by satellite, cable, streaming apps and telecommunications providers to carry our television content on their platforms. Distribution revenue also includes amounts we earn from licensing content to other outside parties for redistribution; 2) advertising & marketing services (AMS) revenues, which include local and national non-political television advertising, digital marketing services (including Premion), and advertising on stations’ websites, tablet and mobile products and streaming apps; 3) political advertising revenues, which are driven by even-year election cycles at the local and national level (e.g., 2024, 2026, etc.) and particularly in the second half of those years; and 4) other services, such as production of programming and tower rentals.
Merger Agreement
On August 18, 2025, TEGNA Inc. entered into the Merger Agreement, with Nexstar. On November 18, 2025, the stockholders of TEGNA voted to adopt the Merger Agreement. The Merger is subject to the satisfaction of customary closing conditions, including receipt of applicable regulatory approvals, and is expected to close by the second half of 2026.
See Note 1 to the consolidated financial statements for further information about the Merger Agreement, the pending Merger and related matters.
Seasonality : Our revenues and operating results are subject to seasonal fluctuations, with our second and fourth quarter operating results generally being stronger than those of the first and third quarters, driven by the increases in spring seasonal advertising in second quarter and in advertising for the holiday season in the fourth quarter. In addition, our revenue and operating results are subject to significant fluctuations across yearly periods resulting from political advertising. In even numbered years, political spending is usually significantly higher than in odd numbered years due to advertising for the local and national elections. Additionally, every four years, we typically experience even greater increases in political advertising in connection with the presidential election. The strong demand for advertising from political advertisers in these even years can result in the significant use of our available inventory (leading to a crowd out effect), which can diminish our AMS revenue in the even year of a two-year election cycle, particularly in the fourth quarter of those years.
Consolidated Results from Operations
The following discussion is a comparison of our consolidated results on a GAAP basis. The year-to-year comparison of financial results is not necessarily indicative of future results. In addition, see the section on page 34 titled ‘Operating results non-GAAP information’ for additional tables presenting information which supplements our financial information provided on a GAAP basis.
For a comparative discussion of our results of operations for the years ended December 31, 2024 and December 31, 2023, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.
A consolidated summary of our results is presented below (in thousands, except per share amounts):
Year ended Dec. 31,
Change
Revenues:
Operating expenses:
Cost of revenues
Business units - Selling, general and administrative
expenses
Corporate - General and administrative expenses
Depreciation
Amortization of intangible assets
Asset impairment and other
Total
Operating income
Non-operating (expense) income:
Interest expense
Interest income
Other non-operating items, net
Total
Income before income taxes
Provision for income taxes
Net income
Net loss attributable to redeemable noncontrolling interest
Net income attributable to TEGNA Inc.
Net Income per share - basic
Net Income per share - diluted
*** Not meaningful
Revenues
Distribution revenue is primarily generated from retransmission agreements with multichannel video programming distributors (e.g., cable and satellite providers) (MVPDs) and virtual multichannel video programming distributors (vMVPDs) that deliver a package of linear video content to consumers over the Internet (e.g., YouTube TV and Hulu + Live TV). AMS revenue is generated from sales of advertising on our television stations’ programming, as well as our digital advertising offerings, which include Premion, our streaming apps, our station websites and CTV.
Beginning in the first quarter of 2025, we renamed our subscription revenue to now be called distribution revenue and expanded it to include other distribution revenues formerly reported in Other revenues and AMS revenues. This new presentation results in the consolidated disclosure of the amounts we earn from all sources of content and programming distribution. We have recast the prior year amounts, which were immaterial, to conform to this new presentation.
The following table summarizes the year-over-year changes in our revenue categories (in thousands):
Year ended Dec. 31,
Change
Distribution
Advertising & Marketing Services
Political
Other
Total revenues
Total revenues decreased $390.0 million in 2025 compared to 2024. The net decrease was primarily due to a $334.4 million decline in political revenue, which is consistent with cyclical even-to-odd-year comparisons. Additionally, AMS revenue declined $45.5 million, primarily due to ongoing challenges in the television advertising market, the absence of Summer Olympic games in 2025, and lower Premion-related revenue following Gray Media’s exit as an exclusive reseller partner, partially offset by growth from local sports rights and local digital growth. Distribution revenue was down $10.5 million due to subscriber declines, partially offset by contractual rate increases, the impact of distributor renewals, and the absence in 2025 of a temporary disruption of service with a distribution partner which was successfully resolved in early 2024.
Cost of revenues
Cost of revenues decreased $25.3 million in 2025 compared to 2024. This net decrease was primarily driven by a $27.4 million decline in digital ad serving and platform fees and a $26.1 million decline in employee compensation costs, driven by core operational cost-cutting initiatives, partially offset by an increase in programming costs of $27.9 million, primarily associated with the costs of sports rights deals.
Business units - Selling, general and administrative expenses
Business unit selling, general and administrative expenses decreased $14.9 million in 2025 compared to 2024. The net decrease was primarily due to a $26.6 million decline in employee compensation, primarily driven by cost-cutting initiatives and a $1.3 million decrease in bad debt expense, partially offset by a $7.6 million increase in advertising costs and a $4.9 million increase in professional service fees.
Corporate - General and administrative expenses
Our corporate costs are separated from our direct business expenses and are recorded as general and administrative expenses in our Consolidated Statements of Income. This category primarily consists of corporate management and support functions including Legal, Human Resources, and Finance.
Corporate general and administrative expenses increased $9.6 million in 2025 compared to 2024. The increase was primarily due to a $17.3 million increase in merger and acquisition related costs, partially offset by a $4.3 million decline in employee compensation.
Depreciation expense
Depreciation expense increased $1.7 million in 2025 compared to 2024. The increase was due to the acceleration of depreciation on assets associated with our corporate headquarters lease, for which we exercised an early termination right during the first quarter of 2025.
Amortization of intangible assets
Intangible asset amortization expense decreased $18.3 million in 2025 compared to 2024. The decrease was primarily due to certain intangible assets in 2024 reaching the end of their assumed useful lives and therefore becoming fully amortized.
Asset impairment and other
We incurred no asset impairment and other expenses in 2025 compared to $1.1 million in 2024. The 2024 activity was due to a contract termination fee.
Operating income
Operating income decreased $341.8 million in 2025 compared to 2024. This net decrease was primarily driven by a $334.4 million decline in political revenue and a $45.5 million decline in AMS revenue, partially offset by a decline in operating expenses. Adjusted operating income, a non-GAAP measure, decreased $336.0 million, also primarily due to declines in political and AMS revenues, offset by declines in operating expenses as discussed above. For information on the nature and magnitude of items excluded from non-GAAP results, and a reconciliation to the most directly comparable GAAP measure, see the “Operating results non-GAAP information” section below.
Non-operating (expense) income
Interest expense: Interest expense decreased by $10.9 million in 2025 as compared to 2024, due to the payoff of our March 2026 notes, which occurred in the third quarter of 2025.
A further discussion of our borrowing and financing activities is presented in the “Liquidity and capital resources” section of this report beginning on page 36 and in Note 5 to the consolidated financial statements.
Interest income: Interest income was $25.5 million in 2025, a decrease of $1.5 million as compared to 2024, primarily due to a lower average investable cash balance.
Other non-operating items, net: Other non-operating items, net, increased $151.7 million in 2025 compared to 2024. The increase was primarily due to the absence in 2025 of a $152.9 million gain recognized on the sale of our investment in Broadcast Music, Inc. (BMI) in 2024 and $14.4 million of impairment charges related to two investments recognized in 2025. Partially offsetting these increases was the absence in 2025 of a $10.3 million pension settlement charge recognized in 2024 as a result of lump sum payments made to certain participants in the TEGNA Retirement Plan.
Provision for income taxes
We reported pre-tax income of $288.8 million for 2025. The effective tax rate on pre-tax income was 24.0%. The 2025 effective tax rate increased compared to 22.5% in 2024 primarily due to a larger tax rate impact from recurring permanent nondeductible items, primarily driven by officer compensation subject to deductibility limits, nondeductible M&A-related transaction costs incurred, and valuation allowances recorded on minority investments. Partially offsetting the increases were larger tax rate benefits from the purchase of federal clean energy tax credits, a net excess tax benefit recognized in connection with stock-based compensation, and larger tax rate benefits from remeasurement of deferred taxes associated with updating state tax rates after filing of the Company's 2024 tax returns.
Net income attributable to TEGNA Inc.
Net income attributable to TEGNA Inc. and related per share amounts are presented in the table below (in thousands, except per share amounts):
Change
Net income attributable to TEGNA (GAAP basis)
Per diluted share attributable to TEGNA (GAAP basis)
Change
Net income attributable to TEGNA (non-GAAP basis)
Per diluted share attributable to TEGNA (non-GAAP basis)
On a GAAP and non-GAAP basis, 2025 net income attributable to TEGNA Inc. and earnings per share were lower than 2024 due to the factors discussed above. However, earnings per share amounts in 2025 benefited from share repurchases in 2024, as discussed below. For information on the nature and magnitude of items excluded from non-GAAP results, and a reconciliation to the most directly comparable GAAP measure, see “Results from Operations-Non-GAAP Information” section.
The weighted average number of diluted common shares outstanding for the year ended 2025 and 2024 were 162.8 million and 169.2 million, respectively. The decline in the number of diluted common shares outstanding was primarily due to the full-year impact of 4.0 million shares delivered to TEGNA in the first quarter of 2024 as final settlement under an ASR program. The decline was also due to the full-year impact of 18.6 million shares repurchased in 2024.
Operating results non-GAAP information
Presentation of non-GAAP information: We use non-GAAP financial performance measures to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, the related GAAP measures, nor should they be considered superior to the related GAAP measures and should be read together with financial information presented on a GAAP basis. Also, our non-GAAP measures may not be comparable to similarly titled measures of other companies.
Our management and our Board of Directors (the Board) regularly use Employee compensation, Corporate – General and administrative expenses, Operating expenses, Operating income, Income before income taxes, Provision for income taxes, Net income attributable to TEGNA Inc., and Diluted earnings per share, each presented on a non-GAAP basis, for purposes of evaluating company performance. Management and the Board also use Adjusted EBITDA to evaluate our performance. The Leadership Development and Compensation Committee of our Board uses non-GAAP measures such as Adjusted EBITDA, non-GAAP net income, and non-GAAP EPS to evaluate and compensate senior management. We, therefore believe that each of the non-GAAP measures presented provides useful information to investors and other stakeholders by allowing them to view our business through the eyes of management and our Board, facilitating comparisons of results across historical periods and focus on the underlying ongoing operating performance of our business. We also believe these non-GAAP measures are frequently used by investors, securities analysts and other interested parties in their evaluation of our business and other companies in the broadcast industry.
We discuss in this Form 10-K non-GAAP financial performance measures that exclude from our reported GAAP results the impact of “special items,” which are described in detail below in the section titled “Discussion of Special Charges and Credits Affecting Reported Results.” We believe that such expenses and gains are not indicative of normal, ongoing operations. While these items should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and trends compared to other periods as these items can vary significantly from period to period depending on specific underlying transactions or events that may occur. Therefore, while we may incur or recognize these types of expenses, charges, and gains in the future, we believe that removing these items for purposes of calculating the non-GAAP financial measures provides investors with a more focused presentation of our ongoing operating performance.
We also discuss Adjusted EBITDA (with and without stock-based compensation expense), a non-GAAP financial performance measure that we believe offers a useful view of the overall operation of its businesses. We define Adjusted EBITDA as net income attributable to TEGNA before (1) net loss attributable to redeemable noncontrolling interest, (2) income taxes, (3) interest expense, (4) interest income, (5) other non-operating items, net, (6) employee retention costs, (7) workforce restructuring costs, (8) asset impairment and other, (9) earnout adjustments, (10) M&A-related costs, (11) depreciation and (12) amortization of intangible assets. We believe these adjustments facilitate company-to-company operating performance comparisons by removing potential differences caused by variations unrelated to operating performance, such as capital structures (interest expense), income taxes, and the age and book appreciation of property and equipment (and related depreciation expense). The most directly comparable GAAP financial measure to Adjusted EBITDA is Net income attributable to TEGNA. Users should consider the limitations of using Adjusted EBITDA, including the fact that this measure does not provide a complete measure of our operating performance. Adjusted EBITDA is not intended to be an alternate to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. In particular, Adjusted EBITDA is not intended to be a measure of cash flow available for management’s discretionary expenditures, as this measure does not consider certain cash requirements, such as working capital needs, capital expenditures, contractual commitments, interest payments, tax payments and other debt service requirements.
Discussion of special charges and credits affecting reported results: Our results during 2025 and 2024 included the following items we consider “special items” which, while at times recurring, can vary significantly from period to period:
Results for the year ended December 31, 2025:
Octillion acquisition earnout adjustments;
Retention costs, including stock-based compensation (SBC) and expense for cash payments to certain employees to ensure their continued service to the Company;
M&A-related costs;
Workforce restructuring; and
Other non-operating items related to investment impairment charges.
Results for the year ended December 31, 2024:
M&A-related costs;
Octillion acquisition earnout adjustments;
Retention costs, including SBC and expense for cash payments to certain employees to ensure their continued service to the Company;
Workforce restructuring;
Asset impairment and other consisting of a contract termination fee;
Other non-operating item consisting of a gain recognized on the sale of our investment in BMI and pension settlement charge related to the acceleration of previously deferred pension costs as a result of lump sum TEGNA Retirement Plan (TRP) payments; and
Tax expense associated with the difference between the tax impact calculated on the BMI gain using the estimated annual effective tax rate at interim quarters and the final full-year tax impact calculated using the statutory tax rate.
Below are reconciliations of certain line items impacted by special items to the most directly comparable financial measure calculated and presented in accordance with GAAP on our Consolidated Statements of Income (in thousands, except per share amounts):
Special Items
Year ended
Dec. 31, 2025
GAAP
measure
Earnout adjustment
Retention costs - SBC
Retention costs - Cash
M&A-related
costs
Workforce restructuring
Other non-operating items
Non-GAAP
measure
Employee compensation
Corporate - General and administrative expenses
Operating expenses
Operating income
Income before income taxes
Provision for income taxes
Net income attributable to TEGNA Inc.
Earnings per share - diluted
Special Items
Year ended
Dec. 31, 2024
GAAP
measure
M&A-related costs
Earnout adjustments
Retention costs - SBC
Retention costs - Cash
Workforce restructuring
Asset impairment and other
Other non-operating item
Special
tax item
Non-GAAP
measure
Employee compensation
Corporate - General and administrative expenses
Operating expenses
Operating income
Income before income taxes
Provision for income taxes
Net income attributable to TEGNA Inc.
Earnings per share - diluted (a)
(a) Per share amounts do not sum due to rounding.
Adjusted EBITDA
Reconciliations of Adjusted EBITDA (inclusive and exclusive of stock-based compensation expenses) to net income attributable to TEGNA Inc. presented in accordance with GAAP on our Consolidated Statements of Income is presented below (in thousands):
Change
Net income attributable to TEGNA Inc. (GAAP basis)
Less: Net loss attributable to redeemable noncontrolling
interest
Less: Interest income
Plus (Less): Other non-operating items, net
Plus: Provision for income taxes
Plus: Interest expense
Operating income (GAAP basis)
Plus (Less): Octillion Earnout adjustments
Plus: M&A-related costs
Plus: Retention costs - Employee awards stock-based compensation
Plus: Retention costs - Cash
Plus: Workforce restructuring
Plus: Asset impairment and other
Adjusted operating income (non-GAAP basis)
Plus: Depreciation
Plus: Amortization of intangible assets
Adjusted EBITDA
Stock-based compensation:
Employee awards
Company stock 401(k) match contributions
Adjusted EBITDA before stock-based compensation costs
*** Not meaningful
Adjusted EBITDA margin was 21% with stock-based compensation expenses and 23% without those expenses. Our total Adjusted EBITDA decreased $352.5 million or 38% in 2025 compared to 2024, due to operational factors discussed above within the revenue and operating expense sections, most notably, decreases in political revenue and AMS revenue, which were partially offset by the decrease in operating expenses.
FINANCIAL POSITION
Liquidity and capital resources
Our operations generate strong positive operating cash flow which, along with availability under our revolving credit facility and cash and cash equivalents on hand, have been sufficient to fund our capital expenditures, interest payments, debt repayment, dividends, share repurchases, investments in strategic initiatives and other operating requirements.
We paid dividends totaling $80.5 million in 2025 and $81.4 million in 2024. As permitted by the terms of the Merger Agreement, we plan to continue to pay our regular quarterly dividend of 12.5 cents per share through the closing of the Merger, which is the maximum rate and frequency permitted by the Merger Agreement.
During 2025, we deployed surplus cash in time deposit and money market investments with several financial institutions. As of December 31, 2025, our cash and cash equivalents totaled $291.2 million.
Contractual obligations
An important use of our liquidity pertains to purchasing programming rights. Most of our stations have network affiliation agreements with major broadcast networks (ABC, CBS, Fox, and NBC). Under these agreements, the television networks produce and distribute programming to us in exchange for our stations’ commitments to air the programming at specified times and to pay the networks monetary compensation and provide other consideration, such as commercial announcement time during the programming. The network affiliation agreements have multi-year terms. In addition, programming rights include acquired syndicated programming (television series and movies that are purchased on a group basis for use by our owned stations) and the rights to carry certain professional sporting events. These contracts cover a period of up to five years. As of December 31, 2025, we had total programming commitments of $1.89 billion, of which $937.8 million will be settled within the next twelve months. See Note 11 to the consolidated financial statements for further details regarding programming commitments.
We also secure our on-air talent and other key personnel at our television stations through multi-year talent and employment agreements. We expect our contracts for talent and other key personnel will be renewed or replaced with similar agreements upon their expiration. As of December 31, 2025, amounts due under these contracts were approximately $234.9 million, of which approximately $133.2 million will be paid within the next twelve months. These amounts assume that contracts are not terminated prior to their expiration.
Other material contractual obligations include our operating leases (see Note 7 to the consolidated financial statements for further details) as well as our long-term debt and interest payments. Our nearest debt maturity is $200 million of unsecured notes due in June 2027. See ‘Long-term debt’ section below, as well as Note 5 to the consolidated financial statements for further details.
Cash Flows
The following table provides a summary of our cash flow information for the three years ended December 31, 2025 followed by a discussion of the key elements of our cash flows (in thousands):
Cash and cash equivalents at beginning of the period
Operating activities:
Net income
Gain on investment sales
Depreciation, amortization and other non-cash adjustments
Merger termination fee
Pension expense, net of employer contributions
Decrease in trade receivables
Increase (decrease) in accounts payable
(Decrease) increase in interest and taxes payable
All other operating activities
Net cash flow from operating activities
Investing activities:
Purchase of property and equipment
Payments for acquisitions of businesses and assets, net of cash acquired
Proceeds from investments
All other investing activities
Net cash flow (used for) provided by investing activities
Financing activities:
Debt repayments
Repurchase of common stock
Dividends paid
Payments for tax withholding related to vested stock-based compensation awards and share repurchase excise tax
All other financing activities
Net cash flow used for financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at end of the period
Operating Activities
Cash flow from operating activities was $326.0 million in 2025, compared to $685.0 million in 2024, a decrease of $359.0 million. The decrease was primarily driven by a $334.4 million decrease in political revenue, reflecting the even-year political cycle and a $45.5 million decrease in AMS revenue, driven primarily due to ongoing challenges in the television advertising market, the absence of Summer Olympic games in 2025, and lower Premion-related revenue following Gray Media’s exit as an exclusive reseller partner, partially offset by growth from local sports rights and local digital growth. These decreases were also offset by a $21.0 million decrease in cash paid for taxes due to a decline in income before taxes.
Investing Activities
Cash flow used for investing activities was $45.0 million in 2025, compared to net cash flow provided by investing activities of $31.8 million in 2024, representing a $76.8 million year over year decrease. The net decrease was primarily attributable to 2024 activity that did not recur in 2025, namely $152.9 million in proceeds received from the sale of our investment in BMI during the first quarter of 2024 which was partially offset by cash outflows of $54.2 million related to the acquisition of Octillion Media in 2024. This decrease was partially offset by a $17.1 million decrease in payments for debt and equity investments, and a $9.0 million reduction in purchases of property and equipment.
Financing Activities
Cash flow used for financing activities was $683.0 million in 2025, an increase of $298.4 million from $384.6 million in 2024. The net increase was primarily driven by the early repayment of notes maturing in 2026 totaling $550.0 million in the third quarter of 2025. In addition, in 2025 we paid $20.8 million as a result of Premion redeeming Gray Media’s ownership interest in Premion. In 2024, we repurchased $274.8 million of common stock on the open market under our authorized share repurchase program. No share repurchase activity occurred during 2025.
For a comparative discussion of changes in our cash flow comparing the years ended December 31, 2024 and December 31, 2023, see “Part II, Item 7. Financial Position” of our annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.
Long-term debt
As of December 31, 2025, $2.54 billion, representing 100% of our debt, had a fixed interest rate. See “Note 5 Long-term debt” to our consolidated financial statements for a table summarizing the components of our long-term debt. As of December 31, 2025, we had $11.3 million of letters of credit outstanding resulting in unused borrowing capacity of $738.7 million under our $750 million revolving credit facility (the Credit Agreement), which expires in January 2029.
On July 2, 2025, we utilized available cash on hand to repay $250 million of our $550 million unsecured notes that were scheduled to mature in March 2026. We also paid $3.5 million of accrued interest and wrote off $0.5 million of unamortized debt issuance costs related to the early partial payoff of these notes.
On September 22, 2025, we utilized available cash on hand to repay the remaining $300 million of our $550 million March 2026 unsecured notes. At that time, we also paid $0.3 million of accrued interest and wrote off $0.4 million of unamortized debt issuance costs related to the early partial payoff of these notes.
As of December 31, 2025, we were in compliance with all covenants contained in our debt agreements and Credit Agreement and our leverage ratio, calculated in accordance with our Credit Agreement, was 2.78x, well below the permitted leverage ratio of less than 4.50x. The leverage ratio is calculated using annualized adjusted EBITDA (as defined in the Credit Agreement) for the trailing eight quarters. We believe that we will remain compliant with all covenants for the foreseeable future. Our financial and operating performance, as well as our ability to generate sufficient cash flow to maintain compliance with Credit Agreement covenants, are subject to certain risk factors; see Item 1A. “Risk Factors” for further discussion.
We expect our existing cash and cash equivalents, cash flow from our operations and borrowing capacity under the Credit Agreement will be sufficient to satisfy our debt service obligations, capital expenditure requirements, and working capital needs for the next twelve months and beyond. Interest payments on the senior notes are based on the stated cash coupon rate. As of December 31, 2025, we had future interest payments on our senior notes of $357.8 million, of which $134.2 million will be paid within the next twelve months.
The following schedule discloses future annual maturities of the principal amount of total debt due (in thousands):
Repayment schedule of principal long-term debt as of Dec. 31, 2025
Annual Maturities
Thereafter
Total
Off-Balance Sheet Arrangements
Off-balance sheet arrangements as defined by the Securities and Exchange Commission include the following four categories: obligations under certain guarantee contracts; retained or contingent interests in assets transferred to an unconsolidated entity or similar arrangements that serve as credit, liquidity or market risk support; obligations under certain derivative arrangements classified as equity; and obligations under material variable interests. As of December 31, 2025, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.
Critical accounting policies and estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates. We believe the following discussion addresses our most critical accounting policies, which are those that are material to the presentation of our financial condition and results of operations and require management’s most subjective and complex judgments. This commentary should be read in conjunction with our consolidated financial statements and the remainder of this Form 10-K.
Goodwill: As of December 31, 2025, our goodwill balance was $3.02 billion and represented approximately 44% of our total assets. Goodwill represents the excess of acquisition cost over the fair value of assets acquired, including identifiable intangible assets, net of liabilities assumed.
Goodwill is tested for impairment at a level referred to as the reporting unit. A reporting unit is a business for which discrete financial information is available and segment management regularly reviews the operating results. The level at which we test goodwill for impairment requires us to determine whether the operations below the operating segment level constitute a reporting unit. We have determined that our one operating segment, Media, consists of a single reporting unit.
Goodwill is tested for impairment on an annual basis (first day of our fourth quarter) or between annual tests if events or changes in circumstances occurred that indicate the fair value of a reporting unit may be below its carrying amount.
When conducting the annual goodwill impairment test, we have the option to perform either a qualitative or quantitative assessment. In 2025, we elected to perform the qualitative assessment, which considers events and circumstances such as macroeconomic conditions, industry and market conditions, cost factors and overall financial performance, as well as company and specific reporting unit specifications. The qualitative approach also considers inputs used in the most recent quant itative analysis, such as stock price, shares outstanding and the control premium and how those inputs have changed since the quantitative test. We also considered the fair value of the company implied by the pending Merger. After performing this analysis, we determined that it was not more likely than not that the carrying value of our reporting unit exceeds its fair value and therefore we did not perform a quantitative analysis.
Impairment assessment inherently involves management judgments regarding the assumptions described above. Fair value of the reporting unit also depends on the future strength of the economy in our principal media markets. New and developing competition as well as technological change could also adversely affect our stock price and future fair value estimates. If the assumptions in our assessment were to experience a significant and sustained deterioration, it is possible that an impairment charge may be recognized in the future. We cannot predict the likelihood, amount or timing of any future goodwill impairment charge.
Indefinite Lived Intangibles: This category consists entirely of FCC broadcast licenses related to our acquisitions of television stations. As of December 31, 2025, indefinite lived intangible assets were $2.12 billion and represented approximately 31% of our total assets.
The FCC broadcast licenses are recorded at their estimated fair value as of the date of the business acquisition. We determine the fair value of each FCC broadcast license using an income approach referred to as the Greenfield method. The Greenfield method utilizes a discounted cash flow model that incorporates several key assumptions, including market revenues, long-term growth projections, estimated market share for a typical market participant, estimated profit margins based on market size and station type, and a discount rate (determined using a weighted average cost of capital). Because these licenses are considered indefinite lived intangible assets, we do not amortize them. Instead, they are tested for impairment annually (on the first day of our fourth quarter), or more often if circumstances dictate, for impairment and written down to fair value as required.
We have the option to first perform a qualitative assessment to determine if it is more likely than not that the fair value of the indefinite lived asset is more than its carrying amount. If that is the case, then we do not need to perform the quantitative analysis. The qualitative assessment considers trends in macroeconomic conditions, industry and market conditions, cost factors and overall financial performance of the indefinite lived asset. In 2025, we elected to perform the quantitative assessment for certain FCC licenses that have experienced limited headroom in recent years. The aggregate carrying value of such licenses is $395.9 million. No impairment charges were recorded as a result of this analysis.
We performed the optional qualitative assessment for all of our other FCC licenses, which represented an aggregate carrying value of $1.73 billion. In performing the qualitative impairment analysis, we analyzed trends in the significant inputs used in the fair value determination of the FCC license assets. This included reviewing trends in market revenues, market share, profit margins, long-term expected growth rates, and changes in inputs to the discount rate. The results of our qualitative procedures showed no material adverse change in inputs that would indicate that an impairment exists since the last quantitative test of these assets. As such, we concluded it was more likely than not that the fair value of each of these indefinite lived FCC broadcast licenses was more than its carrying amount and we therefore did not perform a quantitative test on these licenses in 2025.
Changes in key fair value assumptions used in our analysis could result in future non-cash impairment charges, and any related impairment could have a material adverse impact on our results of operations. Changes in key fair value assumptions that could result in a future impairment charge include increases in discount rates and declines in market revenues. A 100 basis point increase in our discount rate, a 10% decline in market revenues, or a 10% decline in profit margin (holding all other assumptions in the fair value model constant) would result in an aggregate impairment charge of approximately $8.4 million or less.
Pension Liabilities: Certain employees participate in qualified and non-qualified defined benefit pension plans (see Note 6 to consolidated financial statements). Our principal defined benefit pension plan is TRP. We also sponsor the TEGNA Supplemental Retirement Plan (SERP) for certain employees. Substantially all participants in the TRP and SERP had their benefits frozen before 2009, and in December 2017 we froze all remaining accruing benefits for certain grandfathered SERP participants.
We recognize the net funded status of these postretirement benefit plans as a liability on our Consolidated Balance Sheets. There is a corresponding non-cash adjustment to accumulated other comprehensive loss, net of tax benefits recorded as deferred tax assets, in stockholders’ equity. The funded status represents the difference between the fair value of each plan’s assets and the benefit obligation of the plan. The benefit obligation represents the present value of the estimated future benefits we currently expect to pay to plan participants based on past service.
The plan assets and benefit obligations are measured as of December 31 of each year, or more frequently, upon the occurrence of certain events such as a plan amendment, settlement, or curtailment. The amounts we record are measured using actuarial valuations, which are dependent upon key assumptions such as discount rates, participant mortality rates and the expected long-term rate of return on plan assets. The assumptions we make affect both the calculation of the benefit obligations as of the measurement date and the calculation of net periodic pension expense in subsequent periods. When reassessing these assumptions we consider past and current market conditions and make judgments about future market trends. We also consider factors such as the timing and amounts of expected contributions to the plans and benefit payments to plan participants.
The most important assumptions include the discount rate applied to pension plan obligations and the expected long-term rate of return on plan assets for the TRP (the SERP is an unfunded plan). The discount rate assumption is based on investment yields available at year-end on corporate bonds rated AA and above with a maturity to match the expected benefit payment stream. A decrease in discount rates would increase pension obligations while an increase in discount rate would reduce pension obligations.
We establish the expected long-term rate of return by developing a forward-looking, long-term return assumption for each pension fund asset class, taking into account factors such as the expected real return for the specific asset class and inflation. A single, long-term rate of return is then calculated as the weighted average of the target asset allocation percentages and the long-term return assumption for each asset class. We apply the expected long-term rate of return to the fair value of its pension assets in determining the dollar amount of its expected return. Changes in the expected long-term return on plan assets would increase or decrease pension plan expense. For 2025, we assumed a rate of 6.5% for our long-term expected return on pension assets used for our TRP plan. As an indication of the sensitivity of pension expense to the long-term rate of return assumption, a plus or minus 50 basis points change in the expected rate of return on pension assets (with all other assumptions held constant) would have decreased or increased estimated pension plan expense for 2025 by approximately $1.6 million. The effects of actual results differing from this assumption is initially accumulated as unamortized gains and losses and later amortized to expense on the Consolidated Statements of Income.
For the December 31, 2025 measurement, the assumption used for the discount rate was 5.40% for our TRP and 5.35% for our SERP plans. As an indication of the sensitivity of pension liabilities to the discount rate assumption, a plus or minus 50 basis points change in these discount rates as of the end of 2025 (with all other assumptions held constant) would have decreased or increased plan obligations by approximately $15.1 million. For 2025, the discount rate used to determine the pension expense was 5.60% for both plans. A 50 basis points increase or decrease in this discount rate would have decreased or increased total pension plan expense for 2025 by approximately $0.3 million.
Income Taxes : Our annual tax rate is based on our income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which we operate. Significant judgment is required in determining our annual tax expense and in evaluating our tax positions.
Tax law requires certain items to be included in our tax returns at different times than when the items are reflected in the financial statements. The annual tax expense reflected in the Consolidated Statements of Income is different than the tax expense reported in our tax returns. Some of these differences are permanent (for example, expenses recorded for accounting purposes that are not deductible in the returns such as certain entertainment expenses) and some differences are temporary and reverse over time, such as depreciation expense. Temporary differences create deferred tax assets and liabilities. Deferred tax liabilities generally represent tax expense recognized in the financial statements for which payment has been deferred, or expense for which a deduction has been taken already in the tax return but the expense has not yet been recognized in the financial statements. Deferred tax assets generally represent items that can be used as a tax deduction or credit in tax returns in future years for which a benefit has already been recorded in the financial statements, as well as tax losses that can be carried over and used in future years. Valuation allowances are established when necessary to reduce deferred income tax assets to the amounts we believe are more likely than not to be recovered. In evaluating the amount of any such valuation allowance, we consider the existence of cumulative income or losses in recent years, the reversal of existing temporary differences, the existence of taxable income in prior carry back years, available tax planning strategies and estimates of future taxable income for each of our taxable jurisdictions. The latter two factors involve the exercise of significant judgment. As of December 31, 2025, deferred tax asset valuation allowances totaled $28.3 million, primarily related to federal and state interest disallowance carryforwards, minority investments, state net operating loss carryforwards, and accrued compensation costs. Although realization is not assured, we believe it is more likely than not that all other deferred tax assets for which no valuation allowances have been established will be realized. This conclusion is based on our history of cumulative income in recent years and review of historical and projected future taxable income.
We determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit is recorded in our financial statements. A tax position is measured as the portion of the tax benefit that is greater than 50% likely to be realized upon settlement with a taxing authority (that has full knowledge of all relevant information). We may be required to change our provision for income taxes when the ultimate treatment of certain items is challenged or agreed to by taxing authorities, when estimates used in determining valuation allowances on deferred tax assets significantly change, or when receipt of new information indicates the need for adjustment in valuation allowances. Future events, such as changes in tax laws, tax regulations, or interpretations of such laws or regulations, could have an impact on the provision for income tax and the effective tax rate. Any such changes could significantly affect the amounts reported in the consolidated financial statements in the year these changes occur.
