The $6.2 billion Nexstar Media Group acquisition of Tegna Inc. — which would create the largest local television station owner in the United States, controlling stations reaching roughly 80% of U.S. households — remains in legal limbo as of May 13, 2026.
The deal closed on March 19, 2026, after receiving approvals from the Federal Communications Commission (which granted a waiver of the 39% national TV audience ownership cap) and the U.S. Department of Justice. However, post-closing antitrust lawsuits have blocked operational integration, forcing Nexstar and Tegna to operate as entirely separate entities under a court-ordered “hold-separate” arrangement.
Background and Timeline
Nexstar announced the transaction on August 18, 2025. It combines Nexstar’s existing portfolio (which already included major properties like the former Tribune Media stations, including WGN-Ch. 9 in Chicago) with Tegna’s 64 stations. The goal, according to Nexstar, was to create a financially stronger local broadcasting platform capable of competing with Big Tech platforms and investing in local journalism amid declining revenues from traditional sources.Almost immediately after closing, the deal faced challenges:
Plaintiffs (DirecTV and the AGs) argue the combined entity would gain excessive leverage in retransmission consent negotiations, driving up cable and satellite bills, while reducing local news output and jobs. They cite pre-merger layoffs at WGN and other stations as evidence of the risk.
Operational and Financial Status
- DirecTV filed suit, arguing the merger would substantially lessen competition.
- A coalition of Democratic state attorneys general joined, initially eight states (led by California) and expanding with five more — Massachusetts, Vermont, Indiana, Kansas, and Pennsylvania — announced on May 1, 2026.
On March 27, 2026, U.S. District Judge Troy L. Nunley (Eastern District of California) issued a temporary restraining order. This was converted into a full preliminary injunction on April 17, 2026, after the court found that plaintiffs were likely to succeed on claims that the deal violates Section 7 of the Clayton Act. The injunction does not unwind the already-completed transaction but prohibits any integration of operations, management influence, or headcount reductions at Tegna stations. Tegna must remain a separately managed subsidiary, with its own board (including Nexstar representatives but no operational control by Nexstar).
Current Legal Proceedings
- California Federal Court Case (Main Antitrust Suit): Consolidated DirecTV and state AG actions. Trial on the merits is pending; no date has been set. Nexstar is appealing the preliminary injunction to the Ninth Circuit Court of Appeals, with its opening brief due May 20, 2026. The company has retained prominent antitrust litigator Beth Wilkinson (known for high-profile cases, including representing the NFL against DirecTV in a separate matter) as lead counsel.
- D.C. Circuit Challenge: Separate petitions (filed by cable/broadband associations and Newsmax) contest the FCC’s approval process, alleging it was rushed, handled by staff rather than the full commission, and improperly waived ownership limits. The D.C. Circuit denied an emergency stay but has ordered further briefing.
- Ohio Settlement: Republican Attorney General Dave Yost reached a side agreement with Nexstar requiring separate news teams and maintenance of local programming levels at two Tegna stations in Columbus and Cleveland through 2030.
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| Perry Sook |
Nexstar counters that federal regulators (FCC and DOJ) conducted a “fulsome” review and approved the deal because it strengthens local stations against economic pressures from streaming and digital giants. CEO Perry Sook has called the litigation “a fight worth having — for us, for the industry, and for the future of local journalism.”
Because of the hold-separate order, Nexstar and Tegna continue to function independently. In its Q1 2026 earnings release (reported May 7), Nexstar included only 13 days of Tegna results and noted it is complying fully with the court order. Sook described the situation as “unusual” but said the company is “comfortable” with the current separate-subsidiary structure, which has been in place informally since last fall.
Wall Street has reacted with uncertainty: Nexstar shares have been stagnant since the injunction, and analysts have expressed concern about “suspended animation” for an asset the company has already paid for. Rival broadcasters are watching closely, with some noting increased M&A caution due to aggressive state AG theories.
What Happens Next?
No firm timeline exists for resolution. The Ninth Circuit appeal could move relatively quickly, but a full merits trial in California could take months. Possible outcomes include:
- Nexstar prevailing and proceeding with integration.
- A negotiated settlement requiring divestitures in overlapping markets.
- Or, in the worst case for Nexstar, an order to unwind the deal entirely.
Nexstar maintains it will ultimately succeed, pointing to the FCC’s explicit support for the public-interest benefits of a consolidated local broadcast sector. Plaintiffs, however, have signaled continued aggressive enforcement, with additional states joining the coalition as recently as early May.
In short, while Nexstar legally owns Tegna’s stations and assets, the companies remain operationally separate, and the future of the merger hinges on ongoing federal court battles in California and Washington, D.C. The case highlights growing tension between federal media regulators and state attorneys general over consolidation in local television.
Further developments are expected in the coming weeks as the Ninth Circuit appeal advances.