Every 8-K that TEGNA Inc. (TGNA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TGNA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TGNA filings page.
TEGNA Inc. reports that it has been acquired by Nexstar through a merger completed on March 19, 2026, making TEGNA a wholly owned subsidiary of Nexstar Media Inc. Each share of TEGNA common stock outstanding immediately before closing was converted into the right to receive $22.00 in cash, without interest, except for specified excluded and appraisal shares.
Equity awards granted before August 18, 2025 vested and were paid in the same cash consideration, while later TEGNA RSU and PSU awards were converted into Nexstar time‑based RSUs using a value ratio tied to the merger price and Nexstar’s volume‑weighted average share price. Nexstar’s subsidiary also launched a cash tender offer for any and all of TEGNA’s 5.000% Senior Notes due 2029 and obtained noteholder consents to amend the indenture via a Sixteenth Supplemental Indenture that becomes operative only if the tender offer settles.
Following the acquisition, TEGNA requested that its common stock be suspended and delisted from the New York Stock Exchange and plans to terminate its SEC registration and reporting obligations. All pre‑merger TEGNA directors and several officers resigned, and Nexstar‑affiliated directors and officers were installed. TEGNA’s certificate of incorporation and bylaws were also amended and restated at the effective time of the merger.
TEGNA Inc. reported weaker results for the fourth quarter and full-year 2025, while progressing toward a planned sale to Nexstar Media Group. Fourth quarter revenue fell 19% year over year to $706 million, mainly from sharply lower political advertising, partly offset by 4% growth in Advertising and Marketing Services. GAAP net income attributable to TEGNA was $56 million, with diluted EPS of $0.34, and Adjusted EBITDA dropped 48% to $161 million.
For 2025, revenue declined 13% to $2.71 billion, GAAP net income attributable to TEGNA was $220 million, and diluted EPS was $1.34. Full-year Adjusted EBITDA decreased 38% to $579 million. Net cash flow from operations was $326 million and Adjusted free cash flow was $316 million, bringing two-year Adjusted free cash flow to $1.0 billion, within the company’s guidance range. TEGNA returned $80 million to shareholders via dividends in 2025 and ended the year with $291 million in cash and a net leverage ratio of 2.8x.
TEGNA and Nexstar have a definitive agreement for Nexstar to acquire all outstanding TEGNA shares for $22.00 per share in cash in a transaction valued at $6.2 billion, approved by TEGNA stockholders and expected to close by the second half of 2026, subject to regulatory approvals and customary conditions. In connection with the pending merger, TEGNA has suspended share repurchases but expects to continue paying its regular quarterly dividend.
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. 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. reported that its Board of Directors approved amendments to the company’s By-laws, effective August 26, 2025. The changes remove the previous rule that directors had to retire from the Board at the first annual stockholders’ meeting after turning 73.
Under the amended rules, both non-executive directors and directors who have served as chief executive officer must, within 30 days of turning 75, offer to submit a resignation letter to the Governance, Public Policy and Corporate Responsibility Committee. That committee will recommend to the Board whether to accept or reject the offer. If the Board rejects the resignation, the director may continue serving but must make a new offer to resign within 30 days after each subsequent birthday.
TEGNA (TGNA) entered a merger agreement that sets clear closing conditions, termination rights and interim covenants. The transaction requires approval by a majority of the company’s outstanding voting stock, expiration/termination of the Hart-Scott-Rodino waiting period and any similar agreements, and FCC approvals of required applications under the Communications Act. The agreement conditions also include the accuracy of representations and warranties, material compliance with covenants before closing, and no continuing "Company Material Adverse Effect" since June 30, 2025. Either party may terminate for specified breaches, failure to obtain stockholder approval, certain court prohibitions or an FCC Hearing Designation Order. The outside date is 5:00 p.m. Eastern on August 18, 2026, subject to one three-month extension by either party under defined circumstances. The company agreed to operate in the ordinary course, preserve licenses and relationships, convene a stockholder meeting, refrain from soliciting other proposals (subject to fiduciary out), and recommend the merger to stockholders.
On August 7, 2025, TEGNA Inc. (NYSE: TGNA) furnished a Form 8-K under Item 2.02 to alert investors that it has issued a press release reporting consolidated results for its second quarter and first half ended June 30, 2025. The detailed financial metrics are contained only in Exhibit 99.1, which accompanies the filing but is expressly treated as “furnished,” not “filed,” under the Exchange Act. No income statement, balance sheet, guidance, or management commentary is included in the body of the 8-K.
The company also listed the standard communications check-boxes and confirmed its common stock trading symbol on the NYSE. The report was signed by Senior Vice President & Controller Clifton A. McClelland III. Aside from the earnings press release and the Inline XBRL cover page file (Exhibit 104), no additional exhibits or material transactions were disclosed.