Tegna Inc SEC Filings

TEGNA Inc. is asking stockholders to approve a merger with Nexstar Media Group at a Special Meeting on November 18, 2025. Under the Agreement and Plan of Merger, each outstanding share of TEGNA common stock will be converted into the right to receive $22.00 in cash per share at the Effective Time, subject to withholding and appraisal rights for dissenting stockholders.

The TEGNA Board unanimously recommends that stockholders vote FOR the Merger Agreement, the advisory Compensation Proposal and the Adjournment Proposal. Closing is subject to customary conditions including approval by a majority of outstanding shares, expiration of the HSR waiting period, and FCC consent. Nexstar has secured debt commitment letters from multiple banks to fund the transaction; financing is not a closing condition. If completed, TEGNA will become a wholly owned Nexstar subsidiary and its shares will be delisted and deregistered. The proxy discloses one pending shareholder lawsuit challenging disclosure and notes possible additional litigation and regulatory review.

TEGNA Inc. has agreed to be acquired by Nexstar Media Group for $22.00 per share in cash under an Agreement and Plan of Merger dated August 18, 2025. The Board unanimously recommends that stockholders approve the Merger, an advisory vote on transaction-related executive compensation, and an adjournment option to solicit additional proxies if needed. If completed, TEGNA will become a wholly owned subsidiary of Nexstar, TEGNA common stock will be delisted and deregistered, and stockholders will receive $22.00 per share in cash (less withholding), unless they properly exercise appraisal rights under Delaware law. The Merger is subject to customary closing conditions, including HSR clearance, FCC consent, satisfaction of representations and warranties, and other regulatory approvals; Nexstar has obtained debt financing commitments to support the transaction.

TEGNA (TGNA) entered a merger agreement that sets clear closing conditions, termination rights and interim covenants. The transaction requires approval by a majority of the company’s outstanding voting stock, expiration/termination of the Hart-Scott-Rodino waiting period and any similar agreements, and FCC approvals of required applications under the Communications Act. The agreement conditions also include the accuracy of representations and warranties, material compliance with covenants before closing, and no continuing "Company Material Adverse Effect" since June 30, 2025. Either party may terminate for specified breaches, failure to obtain stockholder approval, certain court prohibitions or an FCC Hearing Designation Order. The outside date is 5:00 p.m. Eastern on August 18, 2026, subject to one three-month extension by either party under defined circumstances. The company agreed to operate in the ordinary course, preserve licenses and relationships, convene a stockholder meeting, refrain from soliciting other proposals (subject to fiduciary out), and recommend the merger to stockholders.

On 08/06/2025, Clifton A. McClelland III – SVP, Controller & Principal Accounting Officer of TEGNA Inc. (TGNA) – converted 13,678 restricted stock units into common shares (Transaction Code M). To satisfy withholding taxes he forfeited 4,117.078 shares at $16.36 (Code F), leaving a net addition of roughly 9,561 shares to his direct holdings.

After the transactions, McClelland directly owns 70,263.254 TGNA shares and indirectly holds 8,683.032 shares in the company 401(k) plan, for a combined stake of about 78,946 shares. The activity stems from a routine vesting under the 2020 Omnibus Incentive Compensation Plan; no open-market purchase or discretionary sale occurred. Accordingly, the filing is viewed as informational and neutral in investment significance, though it does modestly increase insider alignment with shareholders.

On August 7, 2025, TEGNA Inc. (NYSE: TGNA) furnished a Form 8-K under Item 2.02 to alert investors that it has issued a press release reporting consolidated results for its second quarter and first half ended June 30, 2025. The detailed financial metrics are contained only in Exhibit 99.1, which accompanies the filing but is expressly treated as “furnished,” not “filed,” under the Exchange Act. No income statement, balance sheet, guidance, or management commentary is included in the body of the 8-K.

The company also listed the standard communications check-boxes and confirmed its common stock trading symbol on the NYSE. The report was signed by Senior Vice President & Controller Clifton A. McClelland III. Aside from the earnings press release and the Inline XBRL cover page file (Exhibit 104), no additional exhibits or material transactions were disclosed.

Form 4 filing (08-04-2025) for Tegna Inc. (TGNA): EVP & COO Lynn B. Trelstad reports transactions made in the brokerage account of her spouse following the spouse’s 1-31-2025 retirement.

• July 31 2025: 2,990.354 phantom-stock units converted to common stock (Code M) and immediately sold at $16.70, trimming indirect holdings to 32,855.424 shares.
• Aug 1 2025: Four batches of vested RSUs (total 8,320.229 shares) were delivered (Code M), lifting indirect holdings to 38,186.299 shares.
• Same day, 2,348.229 shares were withheld for taxes (Code F) at $16.07, ending with 35,838.070 shares held indirectly by spouse.

Post-transaction ownership: Officer directly owns 109,432.540 TGNA shares; 11,054.221 shares in her 401(k); spouse holds 6,311.180 shares in 401(k) in addition to the 35,838.070 shares reported above.

Net effect: Spouse’s indirect position increased by roughly 2,982 shares despite partial monetization and tax-withholding sales. Transactions stem from routine settlement of deferred compensation and RSUs after retirement, not open-market buying.