false0000039899FYhttp://fasb.org/srt/2025#ChiefExecutiveOfficerMemberhttp://fasb.org/us-gaap/2025#AssetImpairmentChargesJanuary 31, 2029http://fasb.org/us-gaap/2025#OtherAccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2025#OtherAccruedLiabilitiesCurrentDecember 31, 20230000039899us-gaap:AdditionalPaidInCapitalMember2022-12-310000039899us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2024-01-012024-12-310000039899us-gaap:SeniorNotesMembertgna:UnsecuredFixedRateNotes7.25PercentDueSeptember2027Member2024-12-310000039899us-gaap:PerformanceSharesMember2024-01-012024-12-310000039899tgna:TegnaRetirementPlanMember2025-01-012025-12-310000039899tgna:AcceleratedShareRepurchaseProgramASRMember2023-11-092023-11-090000039899srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-12-310000039899us-gaap:PerformanceSharesMember2023-01-012023-12-310000039899us-gaap:PensionPlansDefinedBenefitMember2025-01-012025-12-310000039899tgna:OctillionMediaMember2025-01-012025-12-310000039899us-gaap:RelatedPartyMembertgna:EquityAndDebtInvestmentMember2023-01-012023-12-310000039899us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2024-01-012024-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel12And3Member2025-12-310000039899us-gaap:RelatedPartyMembertgna:EquityAndDebtInvestmentMember2024-12-310000039899us-gaap:PensionPlansDefinedBenefitMembersrt:ScenarioForecastMember2026-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel12And3Memberus-gaap:PrivateEquityFundsMember2025-12-310000039899us-gaap:SalesRevenueNetMembertgna:TwoCustomersMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-12-310000039899us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310000039899us-gaap:RestrictedStockMember2023-01-012023-12-310000039899us-gaap:RetainedEarningsMember2023-01-012023-12-310000039899us-gaap:AccumulatedTranslationAdjustmentMember2025-12-310000039899tgna:ClayMasseyAssociatesP.C.v.GrayTelevisionMember2023-05-262023-05-260000039899tgna:NetworkAffiliationAgreementsMember2024-12-310000039899tgna:NetworkAffiliationAgreementsMember2025-12-310000039899us-gaap:PensionPlansDefinedBenefitMembertgna:DefinedBenefitPlanCommonCollectiveTrustFixedIncomeMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310000039899tgna:NexstarMediaGroupIncMembertgna:MergerAgreementMember2025-08-180000039899us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-12-310000039899us-gaap:AdditionalPaidInCapitalMember2025-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel12And3Memberus-gaap:DefinedBenefitPlanEquitySecuritiesUsMember2025-12-310000039899us-gaap:CommonStockMember2024-12-310000039899us-gaap:RetainedEarningsMember2024-12-310000039899tgna:AdvertisingAndMarketingServicesMember2023-01-012023-12-310000039899tgna:PoliticalMember2025-01-012025-12-310000039899us-gaap:RetainedEarningsMember2025-12-310000039899us-gaap:OperatingSegmentsMember2024-01-012024-12-310000039899us-gaap:TreasuryStockCommonMember2022-12-310000039899us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-310000039899us-gaap:AccumulatedTranslationAdjustmentMember2022-12-310000039899tgna:EmployeeMemberus-gaap:RestrictedStockUnitsRSUMember2025-12-310000039899tgna:DistributionMember2024-01-012024-12-310000039899us-gaap:SeniorNotesMembertgna:UnsecuredFixedRateNotes7.75PercentDueJune2027Member2025-12-310000039899srt:MaximumMember2025-12-3100000398992023-12-310000039899tgna:NexstarMediaGroupIncMembertgna:MergerAgreementMember2025-08-182025-08-180000039899tgna:AcceleratedShareRepurchaseProgramASRMember2023-08-012023-08-310000039899us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMembertgna:CashAndUSGovernmentSecuritiesMember2025-12-3100000398992026-02-190000039899us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310000039899us-gaap:CommonStockMember2022-12-310000039899tgna:AmericanFederationofTelevisionandRadioArtistAFTRAPlanMember2024-01-012024-12-310000039899us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-12-310000039899tgna:OctillionMediaMember2024-01-012024-12-310000039899us-gaap:RetainedEarningsMember2025-01-012025-12-310000039899us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2023-01-012023-12-310000039899us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCommonCollectiveTrustMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2025-12-310000039899us-gaap:LicensingAgreementsMember2024-12-310000039899us-gaap:EmployeeStockOptionMember2024-01-012024-12-310000039899us-gaap:RestrictedStockMember2024-01-012024-12-310000039899tgna:RestrictedStockAwardsMember2025-12-310000039899us-gaap:TreasuryStockCommonMember2025-12-310000039899us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember2024-12-310000039899tgna:PoliticalMember2024-01-012024-12-310000039899us-gaap:AdvertisingMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2024-01-012024-12-310000039899tgna:PerformanceShareAwardsMember2024-01-012024-12-310000039899us-gaap:AdvertisingMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2023-01-012023-12-310000039899tgna:UnsecuredFixedRateNotes4750PercentDueMarch2026Member2025-09-222025-09-220000039899tgna:PerformanceShareAwardsMember2025-01-012025-12-310000039899us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2023-01-012023-12-310000039899us-gaap:CostOfSalesMember2025-01-012025-12-310000039899us-gaap:PerformanceSharesMember2025-01-012025-12-310000039899tgna:AmendedAndRestatedCompetitiveAdvanceAndRevolvingCreditAgreementMemberus-gaap:LineOfCreditMemberus-gaap:LetterOfCreditMember2025-12-310000039899us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-01-012025-12-310000039899us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000039899tgna:RestrictedStockAndRestrictedStockUnitsMember2024-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel12And3Member2024-12-310000039899tgna:AcceleratedShareRepurchaseProgramASRMember2023-06-022023-06-020000039899us-gaap:MachineryAndEquipmentMembersrt:MinimumMember2025-12-310000039899tgna:LicensingAgreementsWithLimitedHeadroomMember2025-12-310000039899us-gaap:LicensingAgreementsMember2025-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2025-12-3100000398992024-01-012024-12-310000039899us-gaap:SeniorNotesMembertgna:UnsecuredFixedRateNotes5.00PercentDueSeptember2029Member2025-12-310000039899tgna:AdvertisingAndMarketingServicesMember2024-01-012024-12-310000039899us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310000039899us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2025-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanDebtSecurityMember2025-12-310000039899tgna:AmericanFederationofTelevisionandRadioArtistAFTRAPlanMember2025-01-012025-12-3100000398992025-06-300000039899us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-12-310000039899tgna:PerformanceShareAwardsMember2024-12-310000039899us-gaap:SalesRevenueNetMembertgna:CustomerOneMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-12-310000039899tgna:RestrictedStockAndRestrictedStockUnitsMember2022-12-310000039899us-gaap:TreasuryStockCommonMember2025-01-012025-12-310000039899us-gaap:CommonStockMember2025-01-012025-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel1Membertgna:CashAndUSGovernmentSecuritiesMember2025-12-310000039899tgna:AcceleratedShareRepurchaseProgramASRMember2023-11-090000039899us-gaap:PensionPlansDefinedBenefitMembertgna:DefinedBenefitPlanCommonCollectiveTrustFixedIncomeMemberus-gaap:FairValueMeasuredAtNetAssetValuePerShareMember2025-12-310000039899tgna:PerformanceShareAwardsMember2025-12-3100000398992022-12-310000039899us-gaap:PerformanceSharesMember2025-12-310000039899us-gaap:PensionPlansDefinedBenefitMembertgna:DefinedBenefitPlanCommonCollectiveTrustFixedIncomeMemberus-gaap:FairValueInputsLevel12And3Member2025-12-310000039899tgna:PerformanceShareAwardsMember2022-12-310000039899tgna:ClayMasseyAssociatesP.C.v.GrayTelevisionMember2025-01-012025-12-310000039899tgna:December2023ShareRepurchaseProgramMember2023-12-012023-12-3100000398992023-04-012023-06-300000039899tgna:BroadcastMusicIncMember2024-01-012024-12-310000039899us-gaap:OperatingSegmentsMember2025-01-012025-12-310000039899tgna:AccumulatedDefinedBenefitPlansAdjustmentPensionSettlementChargeAdjustmentAttributableToPensionPlanMember2023-01-012023-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel12And3Memberus-gaap:PrivateEquityFundsMember2024-12-310000039899us-gaap:SeniorNotesMembertgna:UnsecuredFixedRateNotes7.75PercentDueJune2027Member2024-12-310000039899us-gaap:PensionPlansDefinedBenefitMember2024-12-310000039899us-gaap:SalesRevenueNetMembertgna:OneCustomerMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-12-310000039899us-gaap:PensionPlansDefinedBenefitMember2023-12-310000039899tgna:AdvertisingAndMarketingServicesMember2025-01-012025-12-310000039899tgna:AcceleratedShareRepurchaseProgramASRMember2023-11-132023-11-130000039899tgna:CustomerTwoMemberus-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMember2023-01-012023-12-310000039899us-gaap:FairValueInputsLevel3Memberus-gaap:PensionPlansDefinedBenefitMembertgna:CashAndUSGovernmentSecuritiesMember2025-12-310000039899tgna:OtherRevenueSourceMember2025-01-012025-12-310000039899us-gaap:AdditionalPaidInCapitalMember2025-01-012025-12-310000039899tgna:TegnaRetirementPlanMember2025-12-310000039899us-gaap:AdvertisingMemberus-gaap:SellingGeneralAndAdministrativeExpensesMember2025-01-012025-12-310000039899tgna:RestrictedStockAndRestrictedStockUnitsMember2025-01-012025-12-310000039899us-gaap:CommonStockMember2023-12-310000039899us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-01-012023-12-3100000398992025-10-012025-12-310000039899tgna:AcceleratedShareRepurchaseProgramASRMember2023-06-020000039899tgna:AmericanFederationofTelevisionandRadioArtistAFTRAPlanMember2025-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel12And3Membertgna:DefinedBenefitPlanCommonCollectiveTrustEquityMember2025-12-310000039899tgna:RestrictedStockAndRestrictedStockUnitsMember2023-01-012023-12-310000039899tgna:PerformanceShareAwardsMember2023-01-012023-12-310000039899us-gaap:RelatedPartyMembertgna:EquityAndDebtInvestmentMember2025-01-012025-12-310000039899tgna:December2023ShareRepurchaseProgramMember2023-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2025-12-310000039899us-gaap:DomesticCountryMember2025-12-310000039899us-gaap:TreasuryStockCommonMember2023-12-310000039899tgna:ClayMasseyAssociatesP.C.v.GrayTelevisionMember2023-05-260000039899us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310000039899us-gaap:FairValueInputsLevel3Memberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember2024-12-310000039899us-gaap:SeniorNotesMembertgna:UnsecuredFixedRateNotes4750PercentDueMarch2026Member2024-12-310000039899tgna:UnsecuredFixedRateNotes4750PercentDueMarch2026Member2025-09-220000039899tgna:UnsecuredFixedRateNotes4750PercentDueMarch2026Member2025-07-020000039899us-gaap:TreasuryStockCommonMember2024-12-310000039899us-gaap:RetainedEarningsMember2024-01-012024-12-310000039899us-gaap:AdditionalPaidInCapitalMember2023-12-310000039899us-gaap:SalesRevenueNetMembertgna:CustomerOneMemberus-gaap:CustomerConcentrationRiskMember2023-01-012023-12-310000039899tgna:OtherRevenueSourceMember2024-01-012024-12-310000039899us-gaap:SeniorNotesMembertgna:UnsecuredFixedRateNotes5.00PercentDueSeptember2029Member2024-12-310000039899us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2025-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel12And3Membertgna:CashAndUSGovernmentSecuritiesMember2025-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanDebtSecurityMember2024-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2024-12-310000039899tgna:AmendedAndRestatedCompetitiveAdvanceAndRevolvingCreditAgreementMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2025-12-310000039899tgna:PoliticalMember2023-01-012023-12-310000039899us-gaap:AccumulatedTranslationAdjustmentMember2023-01-012023-12-310000039899tgna:InvestmentOneMember2025-12-310000039899tgna:OtherRevenueSourceMember2023-01-012023-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMembersrt:ScenarioForecastMember2026-12-310000039899tgna:ClayMasseyAssociatesP.C.v.GrayTelevisionMember2018-10-032018-10-030000039899us-gaap:PensionPlansDefinedBenefitMember2024-01-012024-12-310000039899us-gaap:CostOfSalesMember2024-01-012024-12-310000039899us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-12-310000039899us-gaap:PensionPlansDefinedBenefitMembersrt:ScenarioForecastMemberus-gaap:DefinedBenefitPlanDebtSecurityMember2026-12-310000039899tgna:ClayMasseyAssociatesP.C.v.GrayTelevisionMember2019-06-012019-06-300000039899tgna:AcceleratedShareRepurchaseProgramASRMember2024-02-012024-02-290000039899tgna:ProgrammingContractsMember2025-12-310000039899tgna:CareerBuilderInvestmentMember2025-12-310000039899us-gaap:SeniorNotesMembertgna:UnsecuredFixedRateNotes7.25PercentDueSeptember2027Member2025-12-310000039899us-gaap:SettledLitigationMember2018-11-132018-12-130000039899us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember2025-12-310000039899tgna:AccumulatedDefinedBenefitPlansAdjustmentPensionSettlementChargeAdjustmentAttributableToPensionPlanMember2025-01-012025-12-310000039899us-gaap:OtherIntangibleAssetsMember2025-12-3100000398992025-01-012025-12-310000039899us-gaap:LineOfCreditMembertgna:AmendedAndRestatedCompetitiveAdvanceAndRevolvingCreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2025-01-012025-12-310000039899us-gaap:PensionPlansDefinedBenefitMember2023-01-012023-12-310000039899us-gaap:AdditionalPaidInCapitalMember2024-12-310000039899us-gaap:DebtMember2025-01-012025-12-310000039899us-gaap:OperatingSegmentsMember2023-01-012023-12-310000039899us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310000039899tgna:AmericanFederationofTelevisionandRadioArtistAFTRAPlanMembersrt:MaximumMember2023-12-012024-11-300000039899us-gaap:CostOfSalesMember2023-01-012023-12-310000039899us-gaap:SeniorNotesMembertgna:UnsecuredFixedRateNotes4.625PercentDueMarch2028Member2025-12-310000039899tgna:InvestmentOneMember2024-12-310000039899tgna:RestrictedStockAndRestrictedStockUnitsMember2023-12-310000039899tgna:AmericanFederationofTelevisionandRadioArtistAFTRAPlanMember2023-01-012023-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesMember2024-12-310000039899us-gaap:PensionPlansDefinedBenefitMembertgna:TegnaRetirementPlanMember2025-12-310000039899us-gaap:SettledLitigationMember2019-06-012019-06-300000039899us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310000039899tgna:DistributionMember2023-01-012023-12-310000039899tgna:TegnaRetirementPlanMember2024-01-012024-12-310000039899us-gaap:RelatedPartyMembertgna:EquityAndDebtInvestmentMember2024-01-012024-12-310000039899tgna:LicensingAgreementsAllOtherLicensesMember2025-12-310000039899us-gaap:FairValueInputsLevel2Memberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanEquitySecuritiesUsMember2025-12-310000039899us-gaap:OtherIntangibleAssetsMember2024-12-310000039899tgna:RestrictedStockAndRestrictedStockUnitsMember2024-01-012024-12-310000039899tgna:EmployeeMemberus-gaap:RestrictedStockUnitsRSUMember2025-01-012025-12-310000039899us-gaap:FairValueInputsLevel3Memberus-gaap:PensionPlansDefinedBenefitMemberus-gaap:DefinedBenefitPlanCashAndCashEquivalentsMember2025-12-310000039899us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-12-310000039899us-gaap:RestrictedStockMember2025-01-012025-12-310000039899srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-12-310000039899tgna:RestrictedStockAwardsMember2025-01-012025-12-3100000398992024-12-310000039899us-gaap:TreasuryStockCommonMember2023-01-012023-12-310000039899us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2024-01-012024-12-310000039899us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2025-01-012025-12-310000039899us-gaap:EmployeeStockOptionMember2025-01-012025-12-310000039899us-gaap:MachineryAndEquipmentMembersrt:MaximumMember2025-12-310000039899us-gaap:RelatedPartyMembertgna:EquityAndDebtInvestmentMember2025-12-310000039899tgna:GrayMember2025-04-302025-04-300000039899us-gaap:StateAndLocalJurisdictionMember2025-12-310000039899tgna:EmployeeMemberus-gaap:EmployeeStockOptionMember2020-04-300000039899us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310000039899tgna:AccumulatedDefinedBenefitPlansAdjustmentPensionSettlementChargeAdjustmentAttributableToPensionPlanMember2024-01-012024-12-310000039899us-gaap:RetainedEarningsMember2023-12-310000039899us-gaap:RetainedEarningsMember2025-10-012025-12-310000039899tgna:EmployeeMembertgna:RestrictedStockAwardsMember2025-01-012025-12-3100000398992025-12-310000039899us-gaap:CommonStockMember2025-12-310000039899us-gaap:SalesRevenueNetMembertgna:TwoCustomersMemberus-gaap:CustomerConcentrationRiskMember2023-01-012023-12-310000039899us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310000039899us-gaap:PensionPlansDefinedBenefitMember2025-12-310000039899us-gaap:TreasuryStockCommonMember2024-01-012024-12-310000039899us-gaap:AccumulatedTranslationAdjustmentMember2024-12-310000039899tgna:DistributionMember2025-01-012025-12-310000039899tgna:December2023ShareRepurchaseProgramMember2024-01-012024-12-310000039899us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-01-012024-12-310000039899us-gaap:SalesRevenueNetMembertgna:CustomerTwoMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-12-310000039899tgna:UnsecuredFixedRateNotes4750PercentDueMarch2026Member2025-07-022025-07-020000039899us-gaap:RetainedEarningsMember2022-12-310000039899tgna:December2020ShareRepurchaseProgramMember2023-07-012023-09-300000039899us-gaap:OtherPensionPlansPostretirementOrSupplementalPlansDefinedBenefitMember2025-12-3100000398992023-01-012023-12-310000039899us-gaap:SeniorNotesMembertgna:UnsecuredFixedRateNotes4.625PercentDueMarch2028Member2024-12-310000039899tgna:RestrictedStockAndRestrictedStockUnitsMember2025-12-310000039899us-gaap:AccumulatedTranslationAdjustmentMember2025-01-012025-12-310000039899us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2025-01-012025-12-310000039899tgna:PerformanceShareAwardsMember2023-12-310000039899tgna:FourZeroOneKMatchSharesMember2022-01-012022-12-310000039899us-gaap:SalesRevenueNetMembertgna:CustomerOneMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-12-310000039899us-gaap:PensionPlansDefinedBenefitMemberus-gaap:FairValueInputsLevel12And3Membertgna:DefinedBenefitPlanCommonCollectiveTrustEquityMember2024-12-31tgna:Stationxbrli:puretgna:Defendanttgna:Preliminaryapprovaltgna:Covenantiso4217:USDxbrli:sharestgna:RadioStationtgna:Peopletgna:Markettgna:Segmentxbrli:sharestgna:Investmentiso4217:USD
PART I
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:
1.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.
2.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.
3.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.
4.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.
5.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.
6.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.
7.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.: Prepare/planning, Active Awareness, Remaining Calm and Touching 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 |
|
2028 |
|
|
294,267 |
|
|
1985 |
Arizona |
|
Flagstaff |
|
KNAZ-TV: 12news.com |
|
Ch. 2/NBC |
|
2027 |
|
|
1,470,857 |
|
|
1970 |
|
|
Mesa |
|
KPNX(TV): 12news.com |
|
Ch. 12/NBC |
|
2027 |
|
|
1,470,857 |
|
|
1953 |
|
|
Tucson |
|
KMSB(TV): tucsonnewsnow.com |
|
Ch. 11/FOX |
|
2028 |
|
|
323,907 |
|
|
1967 |
|
|
|
|
KTTU(TV): tucsonnewsnow.com |
|
Ch. 18/CW |
|
2026 |
|
|
323,907 |
|
|
1984 |
Arkansas |
|
Fort Smith |
|
KFSM-TV: 5newsonline.com |
|
Ch. 5/CBS |
|
2028 |
|
|
210,952 |
|
|
1956 |
|
|
Little Rock |
|
KTHV(TV): thv11.com |
|
Ch. 11/CBS |
|
2028 |
|
|
369,320 |
|
|
1955 |
California |
|
Sacramento |
|
KXTV(TV): abc10.com |
|
Ch. 10/ABC |
|
2026 |
|
|
1,045,840 |
|
|
1955 |
|
|
San Diego |
|
KFMB-TV: cbs8.com |
|
Ch. 8/CBS |
|
2028 |
|
|
731,558 |
|
|
1949 |
Colorado |
|
Denver |
|
KTVD(TV): my20denver.com |
|
Ch. 20/MNTV |
|
2026 |
|
|
1,251,095 |
|
|
1988 |
|
|
|
|
KUSA(TV): 9news.com |
|
Ch. 9/NBC |
|
2027 |
|
|
1,251,095 |
|
|
1952 |
Connecticut |
|
Hartford |
|
WTIC-TV: fox61.com |
|
Ch. 61/FOX |
|
2028 |
|
|
754,998 |
|
|
1984 |
|
|
Waterbury |
|
WCCT-TV: yourcwtv.com/partners/hartford |
|
Ch. 20/CW |
|
2026 |
|
|
754,998 |
|
|
1953 |
District of Columbia |
|
Washington |
|
WUSA(TV): wusa9.com |
|
Ch. 9/CBS |
|
2028 |
|
|
1,892,845 |
|
|
1949 |
Florida |
|
Orange Park |
|
WJXX(TV): firstcoastnews.com |
|
Ch. 25/ABC |
|
2026 |
|
|
552,559 |
|
|
1989 |
|
|
Jacksonville |
|
WTLV(TV): firstcoastnews.com |
|
Ch. 12/NBC |
|
2027 |
|
|
552,559 |
|
|
1957 |
|
|
St. Petersburg |
|
WTSP(TV): wtsp.com |
|
Ch. 10/CBS |
|
2028 |
|
|
1,361,866 |
|
|
1965 |
Georgia |
|
Atlanta |
|
WATL(TV): 11alive.com |
|
Ch. 36/MNTV |
|
2026 |
|
|
1,776,494 |
|
|
1954 |
|
|
|
|
WXIA-TV: 11alive.com |
|
Ch. 11/NBC |
|
2027 |
|
|
1,776,494 |
|
|
1948 |
|
|
Macon |
|
WMAZ-TV: 13wmaz.com |
|
Ch. 13/CBS |
|
2028 |
|
|
162,687 |
|
|
1953 |
Idaho |
|
Boise |
|
KTVB(TV) (3): ktvb.com |
|
Ch. 7/NBC |
|
2027 |
|
|
210,210 |
|
|
1953 |
Illinois |
|
Moline |
|
WQAD-TV: wqad.com |
|
Ch. 8/ABC |
|
2026 |
|
|
224,415 |
|
|
1963 |
Indiana |
|
Indianapolis |
|
WTHR(TV) (4): wthr.com |
|
Ch. 13/NBC |
|
2027 |
|
|
821,937 |
|
|
1957 |
Iowa |
|
Ames |
|
WOI-DT: weareiowa.com |
|
Ch. 5/ABC |
|
2026 |
|
|
336,499 |
|
|
1950 |
|
|
Ames |
|
KCWI-TV: weareiowa.com |
|
Ch. 23/CW |
|
2026 |
|
|
336,499 |
|
|
1999 |
Kentucky |
|
Louisville |
|
WHAS-TV: whas11.com |
|
Ch. 11/ABC |
|
2026 |
|
|
521,651 |
|
|
1950 |
Louisiana |
|
New Orleans |
|
WWL-TV: wwltv.com |
|
Ch. 4/CBS |
|
2028 |
|
|
494,025 |
|
|
1957 |
|
|
Slidell |
|
WUPL(TV) (5): wwltv.com/mytv |
|
Ch. 54/MNTV |
|
2026 |
|
|
494,025 |
|
|
1955 |
Maine |
|
Bangor |
|
WLBZ(TV): newscentermaine.com |
|
Ch. 2/NBC |
|
2027 |
|
|
99,045 |
|
|
1954 |
|
|
Portland |
|
WCSH(TV): newscentermaine.com |
|
Ch. 6/NBC |
|
2027 |
|
|
326,838 |
|
|
1953 |
Michigan |
|
Grand Rapids |
|
WZZM(TV): wzzm13.com |
|
Ch. 13/ABC |
|
2026 |
|
|
542,285 |
|
|
1962 |
Minnesota |
|
Minneapolis |
|
KARE(TV): kare11.com |
|
Ch. 11/NBC |
|
2027 |
|
|
1,398,777 |
|
|
1953 |
Missouri |
|
St. Louis |
|
KSDK(TV): ksdk.com |
|
Ch. 5/NBC |
|
2027 |
|
|
919,370 |
|
|
1947 |
New York |
|
Buffalo |
|
WGRZ(TV): wgrz.com |
|
Ch. 2/NBC |
|
2027 |
|
|
519,918 |
|
|
1954 |
North Carolina |
|
Charlotte |
|
WCNC-TV: wcnc.com |
|
Ch. 36/NBC |
|
2027 |
|
|
966,048 |
|
|
1967 |
|
|
Greensboro |
|
WFMY-TV: wfmynews2.com |
|
Ch. 2/CBS |
|
2028 |
|
|
537,944 |
|
|
1949 |
Ohio |
|
Cleveland |
|
WKYC-TV: wkyc.com |
|
Ch. 3/NBC |
|
2027 |
|
|
1,203,322 |
|
|
1948 |
|
|
Columbus |
|
WBNS-TV (6): 10tv.com |
|
Ch. 10/CBS |
|
2028 |
|
|
729,069 |
|
|
1949 |
|
|
Toledo |
|
WTOL(TV): wtol.com |
|
Ch. 11/CBS |
|
2028 |
|
|
321,550 |
|
|
1958 |
Oregon |
|
Portland |
|
KGW(TV) (7): kgw.com |
|
Ch. 8/NBC |
|
2027 |
|
|
841,873 |
|
|
1956 |
Pennsylvania |
|
Scranton |
|
WNEP-TV: wnep.com |
|
Ch. 16/ABC |
|
2026 |
|
|
422,110 |
|
|
1954 |
|
|
York |
|
WPMT(TV): fox43.com |
|
Ch. 43/FOX |
|
2028 |
|
|
595,610 |
|
|
1952 |
South Carolina |
|
Columbia |
|
WLTX(TV): wltx.com |
|
Ch. 19/CBS |
|
2028 |
|
|
304,671 |
|
|
1953 |
Tennessee |
|
Knoxville |
|
WBIR-TV: wbir.com |
|
Ch. 10/NBC |
|
2027 |
|
|
399,908 |
|
|
1956 |
|
|
Memphis |
|
WATN-TV: localmemphis.com |
|
Ch. 24/ABC |
|
2026 |
|
|
493,765 |
|
|
1978 |
|
|
|
|
WLMT(TV): localmemphis.com |
|
Ch. 30/CW |
|
2026 |
|
|
493,765 |
|
|
1983 |
Texas |
|
Abilene |
|
KXVA(TV): myfoxzone.com |
|
Ch. 15/FOX |
|
2028 |
|
|
71,876 |
|
|
2001 |
|
|
Austin |
|
KVUE(TV): kvue.com |
|
Ch. 24/ABC |
|
2026 |
|
|
658,124 |
|
|
1971 |
|
|
Beaumont |
|
KBMT(TV) (8): 12newsnow.com |
|
Ch. 12/ABC |
|
2026 |
|
|
116,828 |
|
|
1961 |
|
|
Corpus Christi |
|
KIII-TV: kiiitv.com |
|
Ch. 3/ABC |
|
2026 |
|
|
130,106 |
|
|
1964 |
|
|
Dallas |
|
WFAA(TV): wfaa.com |
|
Ch. 8/ABC |
|
2026 |
|
|
2,046,331 |
|
|
1949 |
|
|
Decatur |
|
KFAA-TV: wfaa.com |
|
Ch. 29/IND |
|
N/A |
|
|
2,046,331 |
|
|
1993 |
|
|
Houston |
|
KHOU(TV): khou.com |
|
Ch. 11/CBS |
|
2028 |
|
|
1,725,941 |
|
|
1953 |
|
|
Conroe |
|
KTBU(TV): khou.com |
|
Ch. 55/Quest |
|
N/A |
|
|
1,725,941 |
|
|
2004 |
|
|
Odessa |
|
KWES-TV: newswest9.com |
|
Ch. 9/NBC |
|
2027 |
|
|
100,074 |
|
|
1958 |
|
|
San Angelo |
|
KIDY(TV): myfoxzone.com |
|
Ch. 6/FOX |
|
2028 |
|
|
35,224 |
|
|
1984 |
|
|
San Antonio |
|
KENS(TV): kens5.com |
|
Ch. 5/CBS |
|
2028 |
|
|
714,527 |
|
|
1950 |
|
|
Nacogdoches |
|
KYTX(TV): cbs19.tv |
|
Ch. 19/CBS |
|
2028 |
|
|
181,688 |
|
|
2008 |
|
|
Temple |
|
KCEN-TV (9): kcentv.com |
|
Ch. 9/NBC |
|
2027 |
|
|
258,693 |
|
|
1953 |
Virginia |
|
Hampton |
|
WVEC(TV) (10): 13newsnow.com |
|
Ch. 13/ABC |
|
2026 |
|
|
564,311 |
|
|
1953 |
Washington |
|
Seattle |
|
KING-TV: king5.com |
|
Ch. 5/NBC |
|
2027 |
|
|
1,324,789 |
|
|
1948 |
|
|
Everett |
|
KONG(TV): king5.com |
|
Ch. 16/IND |
|
N/A |
|
|
1,324,789 |
|
|
1997 |
|
|
Spokane |
|
KREM(TV): krem.com |
|
Ch. 2/CBS |
|
2028 |
|
|
310,544 |
|
|
1954 |
|
|
|
|
KSKN(TV): spokanescw22.com |
|
Ch. 22/CW |
|
2026 |
|
|
310,544 |
|
|
1983 |
(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 not 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.
