Nexstar merger cashes out TEGNA (TGNA) director’s stock units

Rhea-AI Filing Summary

TEGNA director Neal Shapiro reported dispositions tied to the closing of TEGNA’s merger with Nexstar Media Group. Under the merger, each share of TEGNA common stock was converted into the right to receive $22.00 in cash. Shapiro’s time-based restricted stock units covering 15,873 shares and phantom share units covering 98,885 shares were cancelled and converted into cash rights at this price, and 43,372.6 shares of common stock were similarly converted. These Form 4 entries are dispositions to the issuer as part of the all-cash merger, not open-market trades.

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^*

Shapiro Neal

(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		43,372.6	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			15,873	(3)	(3)	Common Stock	15,873	$22(3)	0	D
Phantom Share Units	(4)	03/19/2026		D			98,885	(5)	(5)	Common Stock	98,885	$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 Neal Shapiro report?

Neal Shapiro reported issuer dispositions of common stock, restricted stock units, and phantom share units. These positions were cancelled and converted into cash rights at $22.00 per share in connection with TEGNA’s merger with Nexstar Media Group, rather than sold on the open market.

How did the Nexstar merger affect TEGNA (TGNA) common shareholders?

At the merger’s effective time, each share of TEGNA common stock was converted into the right to receive $22.00 in cash, without interest. The company became a wholly owned subsidiary of Nexstar, and prior equity interests were exchanged for this fixed cash merger consideration.

What happened to TEGNA (TGNA) restricted stock units in the merger?

Each TEGNA time-based restricted stock unit represented a right to one share of common stock. At the merger’s effective time, every such award was cancelled and converted into the right to receive the $22.00 per-share cash merger consideration for each underlying share.

How were TEGNA (TGNA) phantom share units treated at closing?

Each TEGNA phantom share unit, linked in value to one share of common stock under the company’s deferred compensation plans, was converted at closing. Holders became entitled to receive the $22.00 per-share cash merger consideration for each share referenced by their phantom share unit awards.

Does Neal Shapiro’s Form 4 show open-market sales of TEGNA (TGNA) stock?

No. The Form 4 reports dispositions to the issuer in connection with the Nexstar merger. Shapiro’s common stock, restricted stock units, and phantom share units were cancelled and converted into cash merger consideration at $22.00 per share, not sold in open-market transactions.

What is the Agreement and Plan of Merger involving TEGNA (TGNA)?

The merger agreement, dated August 18, 2025, combined TEGNA with a Nexstar subsidiary. Teton Merger Sub merged into TEGNA, which survived as Nexstar’s wholly owned subsidiary. At the effective time, each TEGNA common share became a right to receive $22.00 in cash.