TEGNA (TGNA) CEO Steib exits TEGNA equity as Nexstar merger pays $22 per share

Rhea-AI Filing Summary

TEGNA Inc. President and CEO Michael F. Steib reported dispositions of his equity in connection with TEGNA’s merger with Nexstar Media Group. On March 19, 2026, 354,252 time-based restricted stock units and 481,603.6 performance shares tied to TEGNA common stock were cancelled and converted into the right to receive $22.00 in cash per underlying share under the merger agreement. In addition, 192,392.02 shares of TEGNA common stock held directly and 737.619 shares held through a 401(k) plan were disposed to the issuer at $22.00 per share as merger consideration. Following these transactions, the filing shows no remaining TEGNA equity or awards for Steib, as TEGNA became a wholly owned subsidiary of Nexstar and certain more recent RSU awards were converted into Nexstar stock-based units.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Steib Michael F

Role President and CEO

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	354,252	$22.00	$7.79M
Disposition	Performance Shares	481,603.6	$22.00	$10.60M
Disposition	Common Stock	192,392.02	$22.00	$4.23M
Disposition	Common Stock	737.619	$22.00	$16K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Shares — 0 shares (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By 401(k) Plan)

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 held by the reporting person that was granted before August 18, 2025 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 Company RSU Award granted on or after August 18, 2025 held by the reporting person and outstanding immediately prior to the Effective Time was converted into a time-based restricted stock unit award in respect of a number of shares of Nexstar common stock calculated based on the value of the Merger Consideration and Nexstar's stock price, subject to the same terms and conditions as applied to the Company RSU Award as of immediately prior to the Effective Time. Each performance-based restricted stock unit or performance share award in respect of shares of Company Common Stock ("Company PSU Award") represents a contingent right to receive a certain number of shares of the underlying Company Common Stock. Pursuant to the Merger Agreement, at the Effective Time, each Company PSU 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 PSU Award, with the number of shares of Company Common Stock subject to each Company PSU Award determined in accordance with the applicable award agreement.

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
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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^*

Steib Michael F

(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)

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

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		192,392.02	D	$22(1)	0	D
Common Stock	03/19/2026		D		737.619	D	$22(1)	0	I	By 401(k) Plan

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			354,252	(3)	(3)	Common Stock	354,252	$22(3)	0	D
Performance Shares	(4)	03/19/2026		D			481,603.6	(5)	(5)	Common Stock	481,603.6	$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 held by the reporting person that was granted before August 18, 2025 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 Company RSU Award granted on or after August 18, 2025 held by the reporting person and outstanding immediately prior to the Effective Time was converted into a time-based restricted stock unit award in respect of a number of shares of Nexstar common stock calculated based on the value of the Merger Consideration and Nexstar's stock price, subject to the same terms and conditions as applied to the Company RSU Award as of immediately prior to the Effective Time.

4. Each performance-based restricted stock unit or performance share award in respect of shares of Company Common Stock ("Company PSU Award") represents a contingent right to receive a certain number of shares of the underlying Company Common Stock.

5. Pursuant to the Merger Agreement, at the Effective Time, each Company PSU 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 PSU Award, with the number of shares of Company Common Stock subject to each Company PSU Award determined in accordance with the applicable award agreement.

	/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 transactions did TEGNA (TGNA) CEO Michael Steib report?

Michael F. Steib reported dispositions of TEGNA equity tied to its merger with Nexstar. He surrendered restricted stock units, performance shares, and common stock, all converted into the right to receive cash at $22.00 per TEGNA share under the merger terms.

How many TEGNA (TGNA) restricted stock units and performance shares were cancelled?

The filing shows 354,252 time-based restricted stock units and 481,603.6 performance shares were cancelled. Each unit or share was tied to one TEGNA common share and was converted into the right to receive the cash merger consideration of $22.00 per underlying share.

What happened to Michael Steib’s TEGNA (TGNA) common stock holdings?

Steib disposed of 192,392.02 TEGNA common shares held directly and 737.619 shares held via a 401(k) plan. These shares were converted into the right to receive $22.00 per share in cash when TEGNA became a wholly owned Nexstar subsidiary.

Does the Form 4 show any remaining TEGNA (TGNA) equity for Michael Steib?

The Form 4 reports zero shares or awards remaining after the merger-related dispositions. Each reported line lists total shares following the transaction as 0.0000, indicating no continuing TEGNA equity interests for Steib in this filing’s post-transaction snapshot.

How did the Nexstar merger affect TEGNA (TGNA) equity awards held by the CEO?

Under the merger agreement, pre–August 18, 2025 TEGNA RSU and performance share awards converted into rights to receive $22.00 per share in cash. RSUs granted on or after that date were converted into time-based Nexstar restricted stock units, preserving similar vesting terms.