On track to complete proposed acquisition by Nexstar Media Group by the second half of 2026, subject to regulatory approvals and customary closing conditions
MCLEAN, Va., March 02, 2026 (GLOBE NEWSWIRE) -- TEGNA Inc. (NYSE:TGNA) today announced financial results for the fourth quarter and full-year 2025, ended December 31, 2025.
FOURTH QUARTER FINANCIAL HIGHLIGHTS:All Year-Over-Year Comparisons Unless Otherwise Noted:
Total company revenue was down 19% from the prior year at $706 million primarily due to lower political advertising revenue, consistent with cyclical even-to-odd year comparisons partially offset by growth in Advertising and Marketing Services (AMS) revenue.
Distribution revenue was slightly lower at $358 million due to subscriber declines, partially offset by contractual rate increases and distribution renewals.
AMS revenue grew 4% to $322 million driven by growth in both linear and local digital advertising, partially offset by TV advertising market challenges and lower Premion-related revenue as the company continues to cycle through the exit of a major exclusive reseller partner disclosed last quarter.
GAAP operating expenses decreased 1% to $587 million and non-GAAP operating expenses1 decreased 3% to $569 million due to core operational cost cutting initiatives, primarily seen in compensation and outside services expense reductions.
GAAP and non-GAAP operating income1 totaled $119 million and $137 million, respectively.
GAAP net income attributable to TEGNA Inc. was $56 million and non-GAAP net income attributable to TEGNA Inc.1 was $82 million.
GAAP and non-GAAP earnings per diluted share1 were $0.34 and $0.50, respectively.
Total company Adjusted EBITDA2 decreased 48% to $161 million primarily due to lower political advertising revenue, partially offset by continued cost-cutting initiatives.
Net cash flow from operations was $107 million and Adjusted free cash flow3 was $93 million. TEGNA returned $20 million to shareholders through dividends during the fourth quarter.
Interest expense decreased 17% to $36 million due to the early redemption of the 4.75% senior notes due March 15, 2026 during the prior quarter.
Cash and cash equivalents totaled $291 million at the end of the fourth quarter. Net leverage finished the fourth quarter at 2.8x4.
1 See Table 3 for details
2 See Table 4 for details
3 See Table 5 for details
4 See Table 6 for details
FULL-YEAR 2025 FINANCIAL HIGHLIGHTS:All Year-Over-Year Comparisons Unless Otherwise Noted:
Total company revenue was down 13% from the prior year at $2,712 million due to lower political advertising revenue consistent with cyclical even-to-odd year comparisons, and lower AMS revenue.
Distribution revenue was down 1% at $1,466 million due to subscriber declines, partially offset by contractual rate increases and distribution renewals.
AMS revenue decreased 4% to $1,169 million due to TV advertising market challenges and lower Premion-related revenue as the company continues to cycle through the exit of a major exclusive reseller partner disclosed last quarter, partially offset by growth of local digital advertising and local sports rights.
GAAP operating expenses decreased 2% to $2,269 million and non-GAAP operating expenses1 decreased 2% to $2,230 million due to core operational cost cutting initiatives, primarily seen in compensation and outside services expense reductions.
GAAP and non-GAAP operating income1 totaled $443 million and $482 million, respectively.
GAAP net income attributable to TEGNA Inc. was $220 million and non-GAAP net income attributable to TEGNA Inc.1 was $267 million.
GAAP and non-GAAP earnings per diluted share1 were $1.34 and $1.63, respectively.
Total company Adjusted EBITDA2 decreased 38% to $579 million primarily due to lower political advertising revenue, partially offset by continued core operational cost-cutting initiatives.
Net cash flow from operations was $326 million and Adjusted free cash flow3 was $316 million. As a result, 2024/2025 two-year Adjusted free cash flow totaled $1.0 billion, achieving the previously announced guidance range of $900 million to $1.1 billion. TEGNA returned $80 million to shareholders through dividends in 2025.
Interest expense decreased 6% to $158 million due to the early redemption of the 4.75% senior notes due March 15, 2026 during the prior quarter.
TRANSACTION OVERVIEW:
On August 19, 2025, TEGNA Inc. and Nexstar Media Group announced a definitive agreement under which Nexstar will acquire all outstanding shares of TEGNA for $22.00 per share in a cash transaction valued at $6.2 billion. TEGNA stockholders voted to approve the transaction at the special meeting of stockholders held on November 18, 2025. The closing of the transaction is expected to occur by the second half of 2026, subject to regulatory approvals and other customary closing conditions.
In light of the pending merger between TEGNA and Nexstar, TEGNA will not be providing forward-looking guidance with respect to financial metrics.
TEGNA has suspended share repurchases under our previously announced share repurchase program. As permitted by the definitive agreement with Nexstar, TEGNA expects to continue to pay its regular quarterly dividend through the closing of the transaction.
KEY BUSINESS UPDATES:
TEGNA's Connected TV (CTV) streaming initiatives continued to gain momentum, with 69% year-over-year growth among monthly active users. TEGNA stations have the #1 local CTV streaming app in 40 of 41 TEGNA markets measured by Comscore.
TEGNA continued to make progress on its mobile initiatives, delivering a best-in-class mobile app featuring thousands of original mobile videos in a scrolling vertical feed. The new app debuted in beta markets Atlanta, Indianapolis, Seattle and Denver, where session length has increased twofold and users are consuming more than 15 times the number of videos per session.
FORWARD-LOOKING STATEMENTS
Certain statements in this 8-K earnings release 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 Federal Communications Commission (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 our Annual Report on Form 10-K. Any forward-looking statements in this 8-K earnings release 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 8-K earnings release 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.
ADDITIONAL INFORMATION
TEGNA Inc. (NYSE:TGNA) helps people thrive in their local communities by providing the trusted local news and services that matter most. With 64 television stations in 51 U.S. markets, TEGNA reaches more than 100 million people monthly across the web, mobile apps, connected TVs, and linear television. Together, we are building a sustainable future for local news. For more information, visit TEGNA.com.
For media inquiries, contact:
For investor inquiries, contact:
Molly McMahon
Julie Heskett
Senior Director, Corporate Communications
Senior Vice President, Chief Financial Officer
703-873-6422
703-873-6747
[email protected]
[email protected]
CONSOLIDATED STATEMENTS OF INCOMETEGNA Inc. Unaudited, in thousands of dollars (except per share amounts)
Table No. 1
Quarter ended Dec. 31,
2025
2024
Change
Revenues
$
706,113
$
870,529
(19
%)
Operating expenses:
Cost of revenues
444,835
455,649
(2
%)
Business units - Selling, general and administrative expenses
99,275
100,509
(1
%)
Corporate - General and administrative expenses
18,386
11,180
64
%
Depreciation
15,374
14,909
3
%
Amortization of intangible assets
8,831
12,810
(31
%)
Total
586,701
595,057
(1
%)
Operating income
119,412
275,472
(57
%)
Non-operating (expense) income:
Interest expense
(35,761
)
(42,834
)
(17
%)
Interest income
3,277
8,522
(62
%)
Other non-operating items, net
(13,689
)
(13,863
)
(1
%)
Total
(46,173
)
(48,175
)
(4
%)
Income before income taxes
73,239
227,297
(68
%)
Provision for income taxes
17,092
46,733
(63
%)
Net income
56,147
180,564
(69
%)
Net loss attributable to redeemable noncontrolling interest
—
102
***
Net income attributable to TEGNA Inc.
$
56,147
$
180,666
(69
%)
Earnings per share:
Basic
$
0.35
$
1.12
(69
%)
Diluted
$
0.34
$
1.11
(69
%)
Weighted average number of common shares outstanding:
Basic shares
161,724
161,327
0
%
Diluted shares
163,637
162,709
1
%
*** Not meaningful
CONSOLIDATED STATEMENTS OF INCOMETEGNA Inc. Unaudited, in thousands of dollars (except per share amounts)
Table No. 1 (continued)
Year ended Dec. 31,
2025
2024
Change
Revenues
$
2,711,998
$
3,101,971
(13
%)
Operating expenses:
Cost of revenues
1,730,843
1,756,115
(1
%)
Business units - Selling, general and administrative expenses
379,721
394,589
(4
%)
Corporate - General and administrative expenses
61,472
51,851
19
%
Depreciation
61,646
59,935
3
%
Amortization of intangible assets
35,347
53,600
(34
%)
Asset impairment and other
—
1,097
***
Total
2,269,029
2,317,187
(2
%)
Operating income
442,969
784,784
(44
%)
Non-operating (expense) income:
Interest expense
(158,388
)
(169,238
)
(6
%)
Interest income
25,453
26,991
(6
%)
Other non-operating items, net
(21,237
)
130,450
***
Total
(154,172
)
(11,797
)
***
Income before income taxes
288,797
772,987
(63
%)
Provision for income taxes
69,325
173,944
(60
%)
Net income
219,472
599,043
(63
%)
Net loss attributable to redeemable noncontrolling interest
384
775
(50
%)
Net income attributable to TEGNA Inc.
$
219,856
$
599,818
(63
%)
Earnings per share:
Basic
$
1.36
$
3.55
(62
%)
Diluted
$
1.34
$
3.53
