The FCC waived the 39 per cent TV ownership cap for Nexstar, and a court then ordered Tegna held separate

The largest change to the ownership of American local television news in a generation was made by waiver, at bureau level, without a vote of the full Commission. That procedural point, rather than the size of the company, is what the litigation now turns on.

The Federal Communications Commission's Media Bureau adopted and released its Memorandum Opinion and Order, DA 26-267, on 19 March 2026, in MB Docket No. 25-331. It was signed by the Chief of the Media Bureau. The order did not repeal or amend the national television ownership rule, which caps a single owner's national audience reach at 39 per cent. It granted Nexstar Media a waiver of that rule for this transaction, and separately waived the local television ownership rule to allow Nexstar to own more than two full power stations in 23 designated market areas.

The two numbers in circulation are both real and they measure different things. Public Knowledge, which opposed the deal, said on 19 March that the merged company would control 265 stations reaching more than 80 per cent of households, which its legal director John Bergmayer called "more than double the 39 percent national cap that Congress set in law". That is raw reach. The regulatory figure is 54.5 per cent, because the rule attributes only 50 per cent of the households in a market to a UHF station, a provision known as the UHF discount. The FCC's order records that the applicants themselves stated the 54.5 per cent figure, and notes that the rule as written permits an aggregate reach of up to 78 per cent once the discount is applied. Readers who have seen only the 80 per cent number have not seen the arithmetic that made the waiver arguable.

The station count has also drifted in the retelling. The order states that as originally proposed the transaction would have left Nexstar owning 265 full power television stations, and that Nexstar committed to divesting six, bringing the total to 259. That, the order notes, is less than 15 per cent of the stations in the country. Poynter reported on 20 March that the company would operate across 44 states and 132 of the 210 television markets. Wikipedia's account lists the six divestitures as WTHR in Indianapolis, WAVY-TV in Portsmouth, KNWA-TV in Rogers, KTVD in Denver, WCTX in New Haven and WUPL in Slidell, to be completed within two years, and records that the deal closed on 19 March, the same day it was approved.

Commissioner Anna M. Gomez, the Commission's sole Democrat, dissented in unusually specific terms. In a statement issued the same day she said the merger "was approved behind closed doors with no open process, no full Commission vote, and no transparency for the consumers and communities who will bear the consequences". Her longer formal statement sets out the legal argument that the appeals rest on. She contends first that the Media Bureau has no authority to decide questions that are new or novel, and that whether the 39 per cent limit can be waived at all had never been decided by the Commission. She contends second that the limit is statutory rather than regulatory, pointing to the Consolidated Appropriations Act of 2004, which directed the Commission to set the figure at 39 per cent, removed it from the periodic review process, imposed a divestiture requirement on any entity exceeding it, and expressly barred the Commission from forbearing from enforcing it.

The order answers both points. It holds that the Commission has previously determined it may change or modify the 39 per cent rule, that the general power to waive rules for good cause under section 1.3 applies, and that because the rule is waived for Nexstar the statutory divestiture provision "simply does not apply", as the cap does not bind the waiver recipient. It argues that Congress used the word waiver where it meant to restrict waiver authority, and did not do so here. Both readings are on the record; a court has not yet chosen between them.

The antitrust case ran on a separate track and moved faster. Thirteen states, California, Colorado, Connecticut, Illinois, Indiana, Kansas, Massachusetts, New York, North Carolina, Oregon, Pennsylvania, Vermont and Virginia, sued in the United States District Court for the Eastern District of California, filing in March 2026 with an amended complaint in late April. The claim is under section 7 of the Clayton Act, and alleges that combining the largest and third largest broadcast groups would raise retransmission fees paid by pay television providers and passed to consumers, and would consolidate competing local newsrooms.

On 17 April 2026 Chief Judge Troy L. Nunley granted a preliminary injunction. It does not unwind the merger and does not order divestiture. It requires Nexstar to maintain Tegna as a separate, independently managed business, with its own management, separate operational controls and firewalls against the sharing of competitively sensitive information, and bars Nexstar from directing Tegna's retransmission negotiations, newsroom decisions or personnel matters. The court found the states likely to succeed, citing combined shares above 30 per cent in 31 overlapping markets and above 50 per cent in 16, and rejected the argument that FCC clearance immunises a transaction from antitrust challenge.

So the companies are merged on paper and held apart in practice. What has not been decided is whether the Media Bureau could lawfully waive a cap Congress wrote, and whether the states can obtain a permanent remedy at trial.