UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2022 |
NEXSTAR MEDIA GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 000-50478 | 23-3083125 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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545 E. John Carpenter Freeway Suite 700 |
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Irving, Texas |
| 75062 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 972 373-8800 |
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Class A Common Stock |
| NXST |
| NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On May 4, 2022, Nexstar Media Group, Inc. (the “Company”) provided to American Stock Transfer & Trust Company, LLC (the “Rights Agent”) the True-Up Notice required to be delivered to the Rights Agent pursuant to the Contingent Value Rights Agreement, dated as of January 13, 2017, by and between the Company and the Rights Agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 17, 2017). The True-Up Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| NEXSTAR MEDIA GROUP, INC. |
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Date: | May 4, 2022 | By: | /s/ Lee Ann Gliha |
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| Name: | Lee Ann Gliha |
| Title: | Chief Financial Officer |
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| (Principal Financial Officer) |