Nexstar merger pays TEGNA (TGNA) SVP $22 per share
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
TEGNA Inc. senior vice president and principal accounting officer Clifton A. McClelland III reported the cleanup of his equity in connection with the merger of TEGNA into a Nexstar subsidiary. At the merger’s effective time, each share of TEGNA common stock was converted into the right to receive $22.00 in cash. His awards covering 44,729 restricted stock units, 24,549.9 performance shares and 9,604.545 phantom share units, as well as 85,882.517 shares of common stock held directly and 9,530.311 shares held through a 401(k) plan, were all reported as dispositions to the issuer, leaving no remaining TEGNA holdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
McClelland Clifton A. III
Role
SVP, Cntlr and Prin. Acc. Off.
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 44,729 | $22.00 | $984K |
| Disposition | Performance Shares | 24,549.9 | $22.00 | $540K |
| Disposition | Phantom Share Units | 9,604.545 | $22.00 | $211K |
| Disposition | Common Stock | 85,882.517 | $22.00 | $1.89M |
| Disposition | Common Stock | 9,530.311 | $22.00 | $210K |
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.
FAQ
What insider transaction did TEGNA (TGNA) report for Clifton A. McClelland III?
TEGNA reported that Clifton A. McClelland III disposed of all his TEGNA equity and related awards as part of the merger with Nexstar. The Form 4 shows issuer dispositions of common stock, restricted stock units, performance shares, and phantom share units at a cash value of $22.00 per share.
How is the TEGNA (TGNA) merger with Nexstar reflected in this Form 4?
The Form 4 shows that, at the merger’s effective time, each TEGNA share was converted into the right to receive $22.00 in cash. McClelland’s stock, RSUs, performance shares, and phantom units were cancelled and converted into cash rights, recorded as dispositions to the issuer rather than market sales.
What happened to Clifton McClelland’s restricted stock units in TEGNA (TGNA)?
Each time-based restricted stock unit represented one TEGNA share and was cancelled at the merger effective time. These RSU awards were converted into the right to receive the $22.00 per-share merger consideration, consistent with the terms of the Agreement and Plan of Merger with Nexstar.
Does Clifton McClelland retain any TEGNA (TGNA) equity after the Nexstar merger?
According to the Form 4, McClelland’s post-transaction holdings in TEGNA common stock and related derivative awards are zero. All reported common shares, RSUs, performance shares, and phantom share units were disposed of to the issuer in connection with the cash merger consideration at $22.00 per share.