Nexstar Media Inc. Announces Tender Offer and Consent Solicitation for Any and All of Tegna Inc.'S 5.000% Senior Notes Due 2029

Nexstar Media Inc. (the "Offeror"), a wholly owned subsidiary of Nexstar Media Group, Inc. (NASDAQ:NXST) ("Nexstar Media Group"), announced today the commencement of an offer to purchase for cash (the "Tender Offer") any and all of TEGNA Inc.'s (NYSE:TGNA) (the "Company") outstanding 5.000% Senior Notes due 2029 (the "Notes").

In conjunction with the Tender Offer, the Offeror is soliciting consents (the "Consent Solicitation") from holders of the Notes (each, a "Holder" and, collectively, the "Holders") to certain proposed amendments (the "Proposed Amendments") to the indenture, dated as of March 1, 1983, as amended, supplemented or otherwise modified from time to time, including by that certain Thirteenth Supplemental Indenture, dated as of September 13, 2019, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Trustee") (the "Indenture") (such consents being solicited are each a "Consent" and, collectively, the "Consents"). If the requisite Consents with respect to the Notes are received, the Proposed Amendments would amend the Indenture to eliminate certain restrictive covenants and other provisions with respect to such Notes. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to such terms in the Offer to Purchase and Consent Solicitation Statement (as defined herein).

The Tender Offer and the Consent Solicitation are being made in connection with, and are expressly conditioned upon the closing of, the acquisition of the Company pursuant to the Agreement and Plan ‎of Merger, dated August 18, 2025 (as it may be amended, supplemented or otherwise modified from time to ‎time, the "Merger Agreement"), by and among the Company, Nexstar Media Group, and Teton Merger Sub, Inc., a wholly-owned subsidiary of Nexstar Media Group ("Merger Sub"), pursuant to and subject to the terms and conditions of which Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Nexstar Media Group. The Merger is expected to close by the second half of 2026, subject to regulatory approvals and the satisfaction of other customary closing conditions, and we expect the consummation of the Offer and Consent Solicitation to occur on or about the closing date of the Merger. The consummation of the Merger is not conditioned on the consummation of the Tender Offer and the Consent Solicitation.

Upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement relating to the Notes (as it may be amended or supplemented from time to time, the "Offer to Purchase and Consent Solicitation Statement"), the Offeror will pay to each Holder who validly tenders (and does not validly withdraw) their Notes and validly delivers (and does not validly revoke) Consents on or prior to 5:00 P.M., New York City time, on March 18, 2026, unless extended or earlier terminated (such date and time, as the same may be extended, the "Early Tender Deadline"), an amount in cash as described below (inclusive of the "Early Tender Payment") on the Early Settlement Date or Final Settlement Date, as applicable (each as defined below) (the "Settlement Date"), if such Notes are accepted for purchase. Tendered Notes may be withdrawn any time on or prior to 5:00 P.M., New York City time, on March 18, 2026 (such date and time, as the same may be extended, the "Withdrawal Deadline") but not thereafter. Holders who validly tender their Notes and validly deliver Consents after the Early Tender Deadline but on or prior to the Expiration Time (as defined below) will be entitled to receive the Tender Offer Consideration (as defined below) on the Final Settlement Date if such Notes are accepted for purchase. The "Tender Offer Consideration" is the Total Consideration (as defined below) minus the Early Tender Payment. Holders will also be paid accrued and unpaid interest, if any, on their Notes from the last interest payment date up to, but not including, the applicable Settlement Date for all of their Notes (provided that, if the applicable Settlement Date occurs after a record date and before the corresponding interest payment date, such tendering Holders who are Holders as of the record date will receive such accrued and unpaid interest as part of the applicable consideration, and on the applicable Settlement Date, interest will cease to accrue on such Notes, and no further interest will be payable on such Notes on such corresponding interest payment date) that the Offeror accepts for purchase in the Tender Offer.

The total consideration ("Total Consideration") payable for the Notes validly tendered on or prior to the Early Tender Deadline will be a price per $1,000 principal amount set forth on the cover page of the Offer to Purchase and Consent Solicitation Statement, which includes the Early Tender Payment.

The Tender Offer and Consent Solicitation are scheduled to expire at 5:00 P.M., New York City time, on April 2, 2026, unless extended or earlier terminated by the Offeror in its sole discretion (such date and time, as the same may be extended, the "Expiration Time"). If the Merger is to be consummated prior to the Expiration Time, the Offeror may, in its sole discretion, accept for purchase the Notes that have been validly tendered and not validly withdrawn on or prior to the Early Tender Deadline at or promptly following the consummation of the Merger (the "Early Settlement Date"). If there will be an Early Settlement Date, we will provide a notice of such date by press release or other public announcement. If the Merger is not consummated prior to the Expiration Time, there will be no Early Settlement Date. In the event that the Merger is not consummated prior to the Expiration Time, we intend to extend the Expiration Time, without extending the Withdrawal Deadline (unless required by law), such that the Final Settlement Date is expected to occur on or about the closing date of the Merger. We expect to accept for purchase the Notes validly tendered and not validly withdrawn on or prior to the Expiration Time promptly following the Expiration Time (the "Final Settlement Date"). Other information relating to the Tender Offer is listed in the table below.

(1) The CUSIP number and ISIN referenced in this press release are included solely for the convenience of Holders. None of the Offeror, the Company, the Trustee, the Dealer Managers, the Tender Agent and Information Agent (as defined herein) and their respective affiliates shall be held responsible for the selection or use of the referenced CUSIP number and ISIN, and no representation is made as to the correctness of any CUSIP number or ISIN on the Notes or as indicated in this press release or any other document.

(2) Per $1,000 principal amount of Notes validly tendered and accepted for purchase. Excludes accrued and unpaid interest, which also will be paid to, but excluding, the applicable Settlement Date.

(3) Included in the Total Consideration per $1,000 principal amount of Notes validly tendered and accepted for purchase on or prior to the Early Tender Deadline. Includes the Early Tender Payment, but excludes accrued and unpaid interest, which also will be paid to, but excluding the applicable Settlement Date.

(4) Includes the Early Tender Payment.

General Information

The Offeror's obligation to complete the Tender Offer and Consent Solicitation is subject to and conditioned upon the following having occurred or, in the case of the Merger Condition or any of the General Conditions, having been waived by the Offeror with respect to such Tender Offer and Consent Solicitation, as applicable: (1) the satisfaction of the Merger Condition, and (2) the satisfaction of the General Conditions. There can be no assurance that the Tender Offer or the Consent Solicitation will be consummated. The Offeror may amend, extend or terminate the Tender Offer and the Consent Solicitation, in its sole discretion. The Offer is not conditioned on any minimum amount of Notes being tendered or the receipt of the Requisite Consents. The Merger and the Financing are not conditioned on the closing of the Offer.

The Offeror intends to fund the Total Consideration and the Tender Offer Consideration (including, in each case, accrued and unpaid interest), plus all related fees and expenses, using proceeds from the financing transactions to fund the Merger. Notes that are tendered and accepted in the Tender Offer will cease to be outstanding and will be cancelled.

The terms and conditions of the Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement.

Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding. If the requisite Consents are received with respect to the Notes, and the Proposed Amendments become operative with respect to the Indenture for such Notes, then the Notes that are not purchased pursuant to the Tender Offer will be subject to the Proposed Amendments.

The Company may (or the Offeror may cause the Company to) choose to leave outstanding any Notes that remain outstanding following the consummation of the Offer and the Consent Solicitation or any transaction described in this paragraph, subject to any right of repurchase that remains. Alternatively, the Company may (or the Offeror may cause the Company to) defease, purchase, repurchase, redeem or otherwise acquire or retire the Notes by any available means, including, without limitation, negotiated transactions, open market purchases, tender offers, redemption or otherwise, upon such terms and at such prices as we or the Company may determine. Any such transaction may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Offer and the Consent Solicitation and will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives or combinations thereof we or the Company may choose to pursue in the future.

BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC have been retained as the dealer managers in connection with the Tender Offer and as the solicitation agents in connection with the Consent Solicitation (the "Dealer Managers"). In such capacities, they may contact Holders regarding the Tender Offer and the Consent Solicitation and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer to Purchase and Consent Solicitation Statement and related materials to beneficial owners of Notes. Requests for documents may be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent, at (800) 769-7666 (toll free) or (212) 257-2092 or by email at [email protected]. Questions about the Tender Offer and the Consent Solicitation may be directed to BofA Securities, Inc. at (888) 292-0070 or (980) 388-3646, J.P. Morgan at (866) 834-4666 or (212) 834-3046, or Goldman Sachs & Co. LLC at (800) 828-3182 or (917) 343-9668.

This press release is for informational purposes only. The Tender Offer and the Consent Solicitation is being made solely by the Offer to Purchase and Consent Solicitation Statement. This press release does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer and the Consent Solicitation is not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer or the Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and the Consent Solicitation will be deemed to be made on behalf of the Offeror by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

None of the Offeror, Nexstar Media Group, the Company, the Trustee, the Tender Agent and Information Agent, the Dealer Managers or any of their respective affiliates makes any recommendation as to whether Holders should tender or refrain from tendering their Notes, and no person or entity has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.

Forward-Looking Statements

This press release contains or incorporates by reference certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including: the risks and uncertainties of current economic factors that are beyond our control such as inflation, rising interest rates and supply chain disruptions; any projections or expectations of earnings, revenue, financial performance, liquidity and capital resources or other financial items; any assumptions or projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations, performance, liquidity and capital resources or other financial items; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words "may," "will," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and other similar words.

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Investor Contacts:

Lee Ann Gliha

Executive Vice President and Chief Financial Officer

Nexstar Media Group, Inc.

972/373-8800

Joseph Jaffoni or Jennifer Neuman

JCIR

212/835-8500 or [email protected]

Media Contact:

Gary Weitman

EVP and Chief Communications Officer

972/373-8800

[email protected]