Director’s TEGNA (NYSE: TGNA) shares and RSUs cashed out at $22 in Nexstar merger

Rhea-AI Filing Summary

TEGNA Inc director Catherine Dunleavy reported issuer-related dispositions tied to the company’s merger with Nexstar Media Group. On March 19, 2026, 9,142 restricted stock units, each representing one share of common stock, were cancelled and converted into the right to receive $22.00 per underlying share in cash.

On the same date, 8,230.83 shares of TEGLA common stock were also disposed of to the issuer at $22.00 per share. These transactions reflect the merger terms, under which each TEGLA common share was converted into the right to receive $22.00 in cash, leaving no reported remaining holdings for these specific awards and shares.

Insights

M&A and insider-transactions analyst

Director’s equity is cashed out at $22 per share due to TEGLA’s merger with Nexstar.

The transactions show Catherine Dunleavy, a director of TEGNA Inc, surrendering 9,142 restricted stock units and 8,230.83 common shares in dispositions to the issuer. This is not an open-market sale but a mechanical step required by the completed merger with Nexstar Media Group.

Footnotes state that each share of TEGLA common stock was converted into the right to receive $22.00 in cash and each restricted stock unit award similarly converted into cash based on the same merger consideration. These actions eliminate the reported equity positions but simply reflect the agreed merger terms rather than a discretionary trading decision by the director.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DUNLEAVY CATHERINE

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	9,142	$22.00	$201K
Disposition	Common Stock	8,230.83	$22.00	$181K

Holdings After Transaction: Restricted Stock 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.

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^*

DUNLEAVY CATHERINE

(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		8,230.83	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

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.

	/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 Catherine Dunleavy report for TEGNA (TGNA)?

Catherine Dunleavy reported dispositions to the issuer of 9,142 restricted stock units and 8,230.83 shares of TEGNA common stock. These were not open-market trades but equity positions cancelled or surrendered in connection with TEGNA’s merger with Nexstar Media Group at a fixed cash price.

Why were Catherine Dunleavy’s TEGNA restricted stock units cancelled?

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

What price did TEGNA (TGNA) shareholders receive in the Nexstar merger?

The filing states that 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 same cash merger consideration applied to shares underlying time-based restricted stock unit awards held by insiders like Catherine Dunleavy.

Are Catherine Dunleavy’s reported TEGNA transactions open-market sales?

No. The transactions are coded as dispositions to the issuer, not market sales. They reflect the automatic cancellation and conversion of common shares and restricted stock units into cash merger consideration of $22.00 per share when TEGNA was acquired by Nexstar Media Group.

Does Catherine Dunleavy retain any of the reported TEGNA awards after the merger?

For the specific securities reported, the post-transaction holdings are shown as zero. Her 9,142 restricted stock units and 8,230.83 common shares were fully disposed of to the issuer and converted into the right to receive the cash merger consideration at $22.00 per share.