Tegna Inc SEC Filings

TEGNA Inc.'s President and CEO reported equity transactions dated December 15, 2025. The executive converted 346,769.5 restricted stock units into an equal number of shares of common stock at an exercise price of $0, as shown in both the non-derivative and derivative tables.

Of the resulting shares, 191,763.534 shares of common stock were withheld to satisfy the reporting person's tax obligation in connection with a Section 83(b) election, at a price of $19.58 per share, leaving 192,392.02 shares of common stock held directly. The restricted stock units were converted into restricted shares of common stock generally subject to the same terms and conditions, with the Section 83(b) election made to address potential tax consequences under Sections 280G and 4999 of the Internal Revenue Code in connection with the consummation of the transactions contemplated by an August 18, 2025 Agreement and Plan of Merger among TEGNA, Nexstar Media Group, Inc. and Teton Merger Sub, Inc.

TEGNA Inc.'s senior vice president and chief financial officer reported equity transactions involving restricted stock units and common shares on December 15, 2025. The officer converted 79,411.5 restricted stock units into restricted shares of common stock, then had 35,814.587 shares withheld at $19.58 per share to cover tax obligations related to a Section 83(b) election.

After these transactions, the officer directly owned 109,029.942 shares of TEGNA common stock and indirectly held 9,789.455 shares through a 401(k) plan. The filing explains that the restricted stock units were converted into restricted shares and the Section 83(b) election was made to mitigate potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code in connection with the consummation of transactions contemplated by an Agreement and Plan of Merger among TEGNA, Nexstar Media Group, Inc. and Teton Merger Sub, Inc. dated August 18, 2025.

TEGNA Inc. reported insider equity award activity by its senior vice president and chief growth officer. On 12/15/2025, 82,112.25 restricted stock units were converted into restricted shares of common stock, generally on the same terms.

To cover taxes tied to a Section 83(b) election, 40,262.529 common shares were withheld at $19.58 per share. After these transactions, the officer beneficially owned 171,272.532 common shares directly and 10,548.541 shares through a 401(k) plan. The restricted stock unit conversion and election were made in connection with the consummation of transactions under the August 18, 2025 Agreement and Plan of Merger among TEGNA, Nexstar Media Group, Inc. and Teton Merger Sub, Inc.

TEGNA Inc. (TGNA) reported the results of a special stockholder meeting where investors voted on its planned merger with Nexstar Media Group. Holders of 136,860,694 shares, or about 84.97% of the 161,056,789 shares outstanding as of the record date, were represented, establishing a strong quorum.

Stockholders overwhelmingly approved the Merger Agreement, with 133,763,880 votes in favor, 2,887,840 against and 208,974 abstentions. This vote clears a key shareholder hurdle for the transaction, though completion still depends on customary closing conditions, including required regulatory approvals.

In a separate advisory vote on potential merger-related compensation for TEGNA’s named executive officers, 21,531,139 votes were cast in favor, 114,148,241 against and 1,181,314 abstained, indicating significant stockholder opposition to the proposed pay arrangements, although this vote is non-binding.

TEGNA Inc. reported Q3 2025 results with revenue of $650.8 million and net income of $37.1 million, or $0.23 per diluted share. Year-over-year comparisons reflect lower political advertising and softer Advertising & Marketing Services. Distribution revenue was $358.5 million, AMS was $273.4 million, political was $9.9 million, and other was $9.1 million. Adjusted expense controls helped offset revenue pressure, including lower digital platform fees and employee costs.

Balance sheet and capital actions featured early repayment of the entire $550 million notes due March 2026 using cash on hand. Cash and cash equivalents were $232.8 million, with $738.2 million of unused capacity under the $750 million revolving credit facility expiring January 2029. The company plans to continue its regular quarterly dividend of $0.125 per share. TEGNA entered a merger agreement with Nexstar for $22.00 per share in cash, subject to stockholder and regulatory approvals. Common shares outstanding were 161,056,789 as of October 31, 2025.

TEGNA Inc. furnished an 8-K announcing it reported consolidated financial results for the third quarter and nine months ended September 30, 2025. The company provided a press release as Exhibit 99.1 with additional details.

The information in this report is furnished, not filed, under the Exchange Act.

TEGNA Inc. reported that the U.S. Department of Justice issued a “Second Request” on October 30, 2025 in connection with its pending merger with Nexstar Media Group. A Second Request extends the Hart‑Scott‑Rodino waiting period until 30 days after the parties substantially comply with the request, unless the period is terminated earlier or extended by agreement.

The companies stated they will continue to cooperate with the DOJ’s review and currently expect the merger to be completed in the second half of 2026. Closing remains subject to expiration or termination of the HSR waiting period and other conditions in the merger agreement.

TEGNA Inc.: The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 18,610,603 common shares, representing 11.56% of the class as of the stated event date. Vanguard reports 0 sole voting power and 1,011,395 shared voting power. It has 17,391,697 shares with sole dispositive power and 1,218,906 with shared dispositive power.

Vanguard files as an investment adviser and states the securities were acquired and are held in the ordinary course, not to change or influence control. Vanguard’s clients have the right to receive dividends or sale proceeds, and no single client’s interest exceeds 5%.