Tegna (NYSE: TGNA) director’s stock and RSUs cashed out at $22 in Nexstar deal

Rhea-AI Filing Summary

TEGNA Inc. director Stuart J. Epstein reported the disposition of his equity in connection with TEGNA’s merger with Nexstar Media Group. At the merger’s effective time, each share of TEGNA common stock was converted into the right to receive $22.00 in cash. Epstein’s time-based restricted stock units, each representing one share of common stock, were cancelled and converted into the same $22.00-per-share cash consideration, and his reported holdings of both RSUs and common stock went to zero following these issuer dispositions.

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

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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^*

Epstein Stuart J.

(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		65,221.502	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 TEGNA (TGNA) director Stuart J. Epstein report?

Stuart J. Epstein reported issuer dispositions of restricted stock units and common stock in connection with TEGNA’s merger with Nexstar. His equity awards were converted into cash consideration and his reported holdings of these securities went to zero after the transaction.

How were TEGNA (TGNA) restricted stock units treated in the Nexstar merger?

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

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

Under the merger agreement, each share of TEGNA common stock was converted into the right to receive $22.00 in cash, without interest. This same cash amount applied to shares underlying time-based restricted stock unit awards.

Did Stuart J. Epstein retain any TEGNA (TGNA) restricted stock units after the merger?

No. After the merger-related issuer disposition of 9,142 restricted stock units, his reported balance of these derivative securities was zero. The units were cancelled and converted into the right to receive the cash merger consideration instead of remaining as equity awards.

How many TEGNA (TGNA) common shares did Stuart J. Epstein dispose of in this Form 4?

The Form 4 shows an issuer disposition of 65,221.502 shares of TEGNA common stock by Stuart J. Epstein. Following this merger-related transaction, his reported holdings of TEGNA common stock were reduced to zero on the form.

What agreement governed the TEGNA (TGNA) and Nexstar merger terms?

The transactions were governed by an Agreement and Plan of Merger dated August 18, 2025 among TEGNA Inc., Nexstar Media Group, Inc., and Teton Merger Sub, Inc., which specified the $22.00-per-share cash merger consideration for TEGNA common stock.