A California judge has temporarily blocked Nexstar Media Group from integrating TEGNA after the companies completed their deal in March, according to Reuters and SEC filings. U.S. District Judge Troy Nunley issued a preliminary injunction on April 17, 2026, after finding that DirecTV and eight states were likely to succeed on claims that the transaction would substantially lessen competition in local television markets. Nexstar said it will appeal the ruling to the Ninth Circuit Court of Appeals. The court order does not unwind the merger, but it stops Nexstar from consolidating Tegna’s operations while the case continues.
Key Insights
- Nexstar completed its acquisition of TEGNA on March 19, 2026, and TEGNA became a wholly owned subsidiary of Nexstar, according to SEC filings.
- Judge Troy Nunley issued a preliminary injunction on April 17, and Reuters reported that the order was set to take effect on Tuesday after the Friday ruling.
- The court said the plaintiffs were likely to succeed on claims that the merger would reduce competition in dozens of local television markets.
- DirecTV and eight states, including California and New York, brought the legal challenges seeking to stop the deal.
- Reuters reported that the FCC and the Justice Department approved the transaction on March 19, and Nexstar made commitments to the FCC, including station divestitures and local-news-related promises.
Background to the merger
Nexstar and TEGNA announced their agreement in August 2025. According to SEC filings, the merger agreement dated August 18, 2025 called for Nexstar to acquire TEGNA in a cash transaction at $22 per share, with TEGNA’s board unanimously approving the deal and recommending it to stockholders. The filing also said the parties expected to complete the merger by the second half of 2026, subject to regulatory approvals and other closing conditions.
The same SEC filing said the agreement included an outside date of August 18, 2026, with a possible three-month extension in certain circumstances. It also set out termination fees under specific conditions, including a $120 million fee payable by TEGNA in some circumstances and a $125 million fee payable by Nexstar in others. The filing said the parties were required to use reasonable best efforts to secure the approvals needed to complete the merger.
Reuters reported that the combined company would be the largest U.S. broadcast station group and would reach about 80% of American households. Nexstar’s annual report also described TEGNA as owning 64 television stations and two radio stations in 51 designated market areas, underscoring the scale of the transaction that drew regulatory scrutiny. Reuters’ reporting on the lawsuits and court proceedings repeatedly focused on the size of the combined broadcast footprint.
TEGNA stockholders voted to adopt the merger agreement on November 18, 2025, according to the company’s SEC filing. That left regulatory approval as the remaining major hurdle before closing. Reuters reported that the FCC approved the deal on March 19 despite state objections, while DirecTV and the state coalition continued pressing the court to stop integration after the transaction closed.
Deal closing and regulatory approval
Nexstar said in a March 19 filing that it had completed the acquisition of TEGNA that day. The filing said TEGNA common stock was converted into the right to receive $22 in cash per share, and that TEGNA became a wholly owned subsidiary of Nexstar. TEGNA filed a matching report the same day confirming the closing.
Reuters reported that the Federal Communications Commission approved the acquisition on March 19 and waived the 39% broadcast ownership cap. Reuters also reported that the Justice Department had cleared the deal and that the transaction closed soon after those approvals, despite objections from Democratic-led states and DirecTV. In its SEC filing, Nexstar said it made commitments to the FCC to expand local news and programming, extend some retransmission agreements at existing rates through November 30, 2026, divest six television stations within two years if a waiver remained necessary, and promote nondiscrimination and equal employment opportunity.
Legal challenge and court orders
The legal fight escalated after DirecTV filed a federal antitrust lawsuit and eight states led by California and New York joined efforts to block the merger. On March 27, Judge Nunley ordered Nexstar to keep Tegna’s assets separate pending review, and Reuters reported that he later extended that temporary order on April 10 while deciding whether to issue a preliminary injunction. The April 10 order said Tegna had to operate as a separate, independently managed business unit and remain an economically viable and active competitor.
In the April 17 ruling, Nunley concluded that the plaintiffs were likely to prevail on their antitrust claims, Reuters reported. The order bars Nexstar from consolidating its operations with Tegna, but it does not reverse the merger itself. Reuters said the court gave the companies until Tuesday to consider appeal options before the order took effect. Nexstar said it would challenge the decision in the Ninth Circuit Court of Appeals.
Responses from the parties
Reuters reported that DirecTV welcomed the ruling and argued that unchecked station consolidation would force consumers to pay more for less. California Attorney General Rob Bonta called the decision a critical win in the state’s case and said his office would continue its fight for consumers and local news. Nexstar, meanwhile, said in a statement that the transaction would strengthen local stations and support continued investment in local journalism and fact-based news.
The merger remains closed, but the court order prevents Nexstar from combining Tegna’s operations while the antitrust litigation continues. Reuters said the preliminary injunction does not unwind the transaction, and Nexstar has said it will appeal the ruling.
