[Form 4] TEGNA INC Insider Trading Activity

Rhea-AI Filing Summary

TEGNA Inc. director Gina L. Bianchini reported the cancellation of equity awards and common shares in connection with the company’s cash merger with Nexstar Media Group at $22.00 per share. According to the merger agreement, each share of TE GNA common stock was converted into the right to receive $22.00 in cash at the effective time of the merger.

The filing shows dispositions to the issuer of 9,142 restricted stock units, 15,818 phantom share units, and 51,032.112 shares of common stock, all at $22.00 per share, with each unit or share representing one share of underlying common stock. Following these transactions, Bianchini’s reported direct holdings in these securities are zero, reflecting a cash-out driven by the merger terms rather than open-market trading.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Bianchini Gina L

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	9,142	$22.00	$201K
Disposition	Phantom Share Units	15,818	$22.00	$348K
Disposition	Common Stock	51,032.112	$22.00	$1.12M

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
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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^*

Bianchini Gina L

(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		51,032.112	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			15,818	(5)	(5)	Common Stock	15,818	$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 did TE GNA (TGNA) director Gina L. Bianchini report on this Form 4?

Gina L. Bianchini reported dispositions of equity tied to TE GNA’s merger. Restricted stock units, phantom share units, and common shares were canceled or surrendered and converted into cash at $22.00 per share under the merger agreement with Nexstar Media Group.

What price per share did Gina L. Bianchini receive for TE GNA equity in the merger?

Each TE GNA share or unit was converted into $22.00 in cash. The merger agreement provided that every share of common stock, and each underlying share for RSU and phantom awards, received cash consideration of $22.00, without interest, at the merger’s effective time.

Which TE GNA securities were affected for Gina L. Bianchini in this transaction?

The filing covers restricted stock units, phantom share units, and common stock. 9,142 restricted stock units, 15,818 phantom share units, and 51,032.112 common shares were disposed of to the issuer and converted into the $22.00 per share merger consideration.

Does Gina L. Bianchini still hold TE GNA shares after these transactions?

After these transactions, her reported direct holdings in the listed securities are zero. The Form 4 shows total shares following each disposition as 0.0000, indicating her reported RSUs, phantom units, and common stock were fully cashed out in the merger.

Was Gina L. Bianchini’s Form 4 related to open-market buying or selling of TE GNA stock?

No, the Form 4 reflects issuer dispositions tied to a merger, not market trades. All transactions use code D, disposition to issuer, documenting cancellation or conversion of awards and shares into cash, as required by the merger agreement with Nexstar.

What merger event triggered Gina L. Bianchini’s TE GNA equity cancellations?

The transactions were triggered by TE GNA’s merger with Nexstar Media Group. At the effective time, each share of common stock and each underlying RSU or phantom unit converted into the right to receive $22.00 in cash, causing the reported dispositions.