The ruling in In Re: Nexstar-TEGNA Merger Litigation, No. 2:26-cv-00976, extends the terms of a March 27 temporary restraining order that barred further integration, consolidation, or joint management of the two broadcast companies. The deal closed March 19, 2026, hours after the Justice Department announced early termination of its antitrust review and the FCC's Media Bureau approved the transfer of broadcast licenses.

DIRECTV and the states of California, Colorado, Connecticut, Illinois, New York, North Carolina, Oregon and Virginia filed suit the evening before the merger closed. They allege the transaction gives Nexstar control of 228 broadcast stations reaching 80 percent of U.S. television households and creates what the states called a "broadcast behemoth."

The court defined the relevant product market as retransmission consent licenses for Big Four — ABC, CBS, FOX and NBC — broadcasting stations, and the relevant geographic market as the Designated Market Area. The combined company would hold Big Four duopolies or triopolies in 31 DMAs where Nexstar already owns at least one Big Four station.

Applying the Herfindahl-Hirschman Index, the court credited testimony from DIRECTV's expert, economist Carl Shapiro, that "the combined share of Nexstar and TEGNA ranges from 30.0% to 84.8%. The post-merger HHIs range from 3,361 to 7,422. The increase in the HHI ranges from 413 to 3,433." Under the 2023 Merger Guidelines, increases above 200 points in a highly concentrated market trigger a presumption of anticompetitive harm.

The court cited Nexstar's "Consolidation Playbook," which describes acquisitions as a way to gain "scale" and "leverage." It also quoted Nexstar's own statement that after the deal it would "[o]perate multiple stations with one infrastructure."

Defendants argued Big Four stations are complements rather than substitutes, relying on the declaration of economist Mark A. Israel. The court rejected that theory, pointing to Nexstar's 10-K: "We compete against in-market broadcast station operators." TEGNA's 10-K similarly states the company competes "with fellow broadcasters for carriage fees."

Regulatory review preceded the merger. The Justice Department closed its investigation through early termination. The FCC's Media Bureau granted Nexstar a waiver from the 39 percent national audience reach cap — Nexstar would serve 54.5 percent of the national audience through the merger. The court noted that in February, the President urged federal regulators to approve the deal to "knock out the Fake News," and that FCC Chairman Brendan Carr said at a February 18 press conference: "I support that [Nexstar/TEGNA] transaction. We're going to be moving forward."

The court also upheld the states' parens patriae standing, finding the alleged pass-through of higher retransmission fees to cable and satellite subscribers satisfied the requirements of Article III and the doctrine.

Plaintiffs brought the action under Section 7 of the Clayton Act, 15 U.S.C. § 18, which prohibits mergers that "may be substantially to lessen competition, or to tend to create a monopoly." The court applied the four-factor Winter v. Natural Resources Defense Council test, calling preliminary injunctive relief an "extraordinary remedy that may only be awarded upon a clear showing that the plaintiff is entitled to such relief."

The court also struck its prior requirement that DIRECTV and the states file a consolidated complaint; any separate amended complaints are due by April 30, 2026.