How were TEGNA (TGNA) performance share awards treated in the Nexstar merger?

Each performance-based restricted stock unit or performance share award was cancelled and converted into the right to receive the $22.00 per-share merger consideration. The number of underlying TEGNA shares for each award was determined according to the applicable award agreement provisions.

What are TEGNA (TGNA) phantom share units and how were they handled?

Phantom share units represented hypothetical investments in TEGNA stock under deferred compensation plans, each tied to the value of one common share. At the merger’s effective time, each phantom unit was converted into the right to receive the $22.00 cash merger consideration for each referenced share.

TEGNA (TGNA) CFO exits company equity as Nexstar merger pays $22 per share

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

TEGNA SVP and CFO Julie Heskett reported the cancellation of her TE GNA equity awards and shares in connection with the company’s merger with Nexstar Media Group. Under the merger agreement, each share of TEGNA common stock was converted into the right to receive $22.00 in cash.

The filing shows dispositions back to the issuer of 75,911 restricted stock units, 100,823.5 performance shares, and 8,705.447 phantom share units, each tied to TEGNA common stock. It also reports issuer dispositions of 117,227.774 common shares held directly and 10,590.271 common shares held indirectly through a 401(k) plan, leaving no TEGNA shares or related awards reported as outstanding.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Heskett Julie

Role SVP and CFO

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	75,911	$22.00	$1.67M
Disposition	Performance Shares	100,823.5	$22.00	$2.22M
Disposition	Phantom Share Units	8,705.447	$22.00	$192K
Disposition	Common Stock	117,227.774	$22.00	$2.58M
Disposition	Common Stock	10,590.271	$22.00	$233K

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

Footnotes (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. 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 →

03/23/2026 - 04:13 PM

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

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^*

Heskett Julie

(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)
	SVP and CFO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/19/2026		D		117,227.774	D	$22⁽¹⁾	0	D
Common Stock	03/19/2026		D		10,590.271	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	03/19/2026		D			75,911	⁽³⁾	⁽³⁾	Common Stock	75,911	$22⁽³⁾	0	D
Performance Shares	⁽⁴⁾	03/19/2026		D			100,823.5	⁽⁵⁾	⁽⁵⁾	Common Stock	100,823.5	$22⁽⁵⁾	0	D
Phantom Share Units	⁽⁶⁾	03/19/2026		D			8,705.447	⁽⁷⁾	⁽⁷⁾	Common Stock	8,705.447	$22⁽⁷⁾	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.

6. 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.

7. 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did TEGNA (TGNA) CFO Julie Heskett report in this Form 4?

Julie Heskett reported issuer dispositions of her TEGNA equity in connection with the Nexstar merger. Her restricted stock units, performance shares, phantom share units, and common shares were cancelled and converted into the right to receive cash based on the merger consideration.

How is the $22.00 merger consideration applied to TEGNA (TGNA) shares and awards?

Each TEGNA common share was converted into the right to receive $22.00 in cash. The same $22.00 per-share merger consideration applied to shares underlying restricted stock units, performance share awards, and phantom share unit awards held by the reporting person at the merger’s effective time.

What happened to Julie Heskett’s restricted stock units in TEGNA (TGNA)?

Time-based restricted stock units, each representing one TEGNA share, were cancelled at the merger’s effective time. For awards granted before August 18, 2025, units were converted into cash at $22.00 per underlying share under the merger agreement’s terms.

Did TEGNA (TGNA) CFO Julie Heskett retain any TEGNA shares after the merger transactions?

The Form 4 shows total shares following each reported transaction as zero for both direct and indirect TEGNA holdings. This indicates no remaining reported TEGNA common stock, restricted stock units, performance shares, or phantom share units after applying the merger consideration.