TEGNA (TGNA) director Melinda Witmer’s shares and units cashed out at $22 in Nexstar merger

Rhea-AI Filing Summary

TEGNA director Melinda Witmer reported dispositions of her equity interests in connection with the company’s merger with Nexstar Media Group. At the merger’s effective time, each share of TEGLA common stock was converted into the right to receive $22.00 in cash.

Her time-based restricted stock units covering 9,142 shares of common stock and phantom share units covering 18,091 shares were cancelled and converted into the right to receive the same cash merger consideration per underlying share. In a separate line item, 59,705.447 shares of TEGLA common stock were likewise reported as a disposition to the issuer at $22.00 per share.

Following these transactions, the Form 4 shows zero shares and units remaining in these awards, reflecting the cash-out of Witmer’s TEGLA equity as the company became a wholly owned subsidiary of Nexstar.

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Equity compensation and M&A specialist

Director’s equity was cashed out in a merger, a routine change-of-control event.

These Form 4 entries reflect mechanical clean-up from TEGLA’s merger with Nexstar, not open-market trading. The common shares, restricted stock units, and phantom share units were all converted into a fixed cash amount of $22.00 per underlying share under the merger agreement.

Code D transactions (“disposition to issuer”) typically signal shares being surrendered or cancelled as part of a corporate action. Here, the awards were cancelled and replaced with the contractual merger consideration, and the filing shows no remaining holdings from these grants, consistent with TEGLA becoming a Nexstar subsidiary.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Witmer Melinda

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	9,142	$22.00	$201K
Disposition	Phantom Share Units	18,091	$22.00	$398K
Disposition	Common Stock	59,705.447	$22.00	$1.31M

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Phantom Share Units — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

1. Pursuant to the Agreement and Plan of Merger, dated as of August 18, 2025 (the "Merger Agreement), by and among TEGNA Inc., a Delaware corporation (the "Company"), Nexstar Media Group, Inc., a Delaware corporation ("Nexstar"), and Teton Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Nexstar ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Nexstar. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $1.00 per share ("Company Common Stock"), was converted into the right to receive $22.00 in cash, without interest (the "Merger Consideration"). Each time-based restricted stock unit award in respect of shares of Company Common Stock ("Company RSU Award") represents a contingent right to receive one share of the underlying Company Common Stock. Pursuant to the Merger Agreement, at the Effective Time, each Company RSU Award was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying the Company RSU Award. Each hypothetical investment in Company Common Stock under each of the (i) TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, as amended and (ii) TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals, as amended, with a value equal to the value of a share of Company Common Stock ("Company Phantom Share Unit Award") represents a contingent right to receive one share of the underlying Company Common Stock. Pursuant to the Merger Agreement, at the Effective Time, each Company Phantom Share Unit Award was converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such Company Phantom Share Unit Award.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Witmer Melinda

(Last) (First) (Middle)

C/O TEGNA INC.

8401 GREENSBORO DRIVE, SUITE 300

(Street)

MCLEAN VIRGINIA 22102

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TEGNA INC [ TGNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/19/2026		D		59,705.447	D	$22(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	03/19/2026		D			9,142	(3)	(3)	Common Stock	9,142	$22(3)	0	D
Phantom Share Units	(4)	03/19/2026		D			18,091	(5)	(5)	Common Stock	18,091	$22(5)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of August 18, 2025 (the "Merger Agreement), by and among TEGNA Inc., a Delaware corporation (the "Company"), Nexstar Media Group, Inc., a Delaware corporation ("Nexstar"), and Teton Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Nexstar ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Nexstar. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $1.00 per share ("Company Common Stock"), was converted into the right to receive $22.00 in cash, without interest (the "Merger Consideration").

2. Each time-based restricted stock unit award in respect of shares of Company Common Stock ("Company RSU Award") represents a contingent right to receive one share of the underlying Company Common Stock.

3. Pursuant to the Merger Agreement, at the Effective Time, each Company RSU Award was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying the Company RSU Award.

4. Each hypothetical investment in Company Common Stock under each of the (i) TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, as amended and (ii) TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals, as amended, with a value equal to the value of a share of Company Common Stock ("Company Phantom Share Unit Award") represents a contingent right to receive one share of the underlying Company Common Stock.

5. Pursuant to the Merger Agreement, at the Effective Time, each Company Phantom Share Unit Award was converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such Company Phantom Share Unit Award.

	/s/ Marc S. Sher, attorney-in-fact	03/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did TEGNA (TGNA) director Melinda Witmer report?

She reported dispositions of TEGLA common stock, restricted stock units, and phantom share units. All were cancelled or converted into the right to receive cash at $22.00 per share under the Nexstar merger terms.

How were Melinda Witmer’s TEGNA restricted stock units treated in the Nexstar merger?

Each restricted stock unit representing one share of TEGLA common stock was cancelled at the merger’s effective time. In exchange, she became entitled to receive the cash merger consideration of $22.00 for each underlying share previously covered by those RSU awards.

What happened to Melinda Witmer’s TEGNA phantom share units in this Form 4?

Her phantom share units, which tracked the value of TEGLA common stock, were converted into a right to receive cash. For each underlying share, she became entitled to $22.00 in cash, matching the merger consideration paid for common stock holders.

Does Melinda Witmer still hold TEGNA equity after these Form 4 transactions?

According to the filing, the reported common stock, restricted stock unit, and phantom unit positions show zero shares remaining. This reflects that her disclosed TEGLA equity interests were fully cashed out when the merger with Nexstar became effective.

What does transaction code D mean in Melinda Witmer’s TEGNA Form 4?

Transaction code D indicates a disposition to the issuer rather than an open-market sale. In this case, it reflects cancellations or conversions of stock, RSUs, and phantom units into the cash merger consideration, consistent with the closing of the Nexstar acquisition.