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TEGNA Inc. filings document the company's transition from an NYSE-listed public media company to a wholly owned subsidiary of Nexstar Media Group. The formal record includes Form 25 removal of TEGNA common stock from NYSE listing and registration and Form 15 termination or suspension of Exchange Act reporting obligations for its common stock.
Earlier 8-K filings cover material-event disclosures, material agreements, shareholder voting matters, capital-structure items, governance updates, risk factors, and operating and financial results. The filings also identify TEGNA's common stock as the registered security class involved in the delisting and deregistration process.
TEGNA Inc. reports that it has been acquired by Nexstar through a merger completed on March 19, 2026, making TEGNA a wholly owned subsidiary of Nexstar Media Inc. Each share of TEGNA common stock outstanding immediately before closing was converted into the right to receive $22.00 in cash, without interest, except for specified excluded and appraisal shares.
Equity awards granted before August 18, 2025 vested and were paid in the same cash consideration, while later TEGNA RSU and PSU awards were converted into Nexstar time‑based RSUs using a value ratio tied to the merger price and Nexstar’s volume‑weighted average share price. Nexstar’s subsidiary also launched a cash tender offer for any and all of TEGNA’s 5.000% Senior Notes due 2029 and obtained noteholder consents to amend the indenture via a Sixteenth Supplemental Indenture that becomes operative only if the tender offer settles.
Following the acquisition, TEGNA requested that its common stock be suspended and delisted from the New York Stock Exchange and plans to terminate its SEC registration and reporting obligations. All pre‑merger TEGNA directors and several officers resigned, and Nexstar‑affiliated directors and officers were installed. TEGNA’s certificate of incorporation and bylaws were also amended and restated at the effective time of the merger.
Steib Michael F reported acquisition or exercise transactions in this Form 4 filing.
TEGNA INC President and CEO Michael F. Steib received an award of 157,571 2024 Performance Shares. Each Performance Share represents a contingent right to receive one share of TEGNA common stock.
The 2024 Performance Shares vest on February 28, 2027, with the vested common shares scheduled to be delivered to Steib on or about March 1, 2027, unless delivered earlier following certain employment or control change events.
McClelland Clifton A. III reported acquisition or exercise transactions in this Form 4 filing.
TEGNA Inc. reported a new equity award for a senior executive. Clifton A. McClelland III, Senior Vice President, Controller and Principal Accounting Officer, received a grant of 12,870 2024 Performance Shares tied to TEGLA common stock.
Each 2024 Performance Share represents a contingent right to receive one share of common stock. The award vests on February 28, 2027, and the corresponding vested shares are scheduled to be delivered on or about March 1, 2027, subject to earlier delivery in certain employment termination or change in control situations.
Cox Thomas R. reported acquisition or exercise transactions in this Form 4 filing.
TEGNA Inc.'s SVP and Chief Growth Officer Thomas R. Cox received an award of 51,794 2024 Performance Shares. Each performance share is a contingent right to receive one share of TEGNA common stock, so this grant represents up to 51,794 shares if conditions are met.
The 2024 Performance Shares vest on February 28, 2027. Unless delivered earlier after certain employment or change-in-control events, the vested common shares are scheduled to be delivered to Cox on or about March 1, 2027. This is a compensation-related equity grant, not an open-market stock purchase or sale.
Heskett Julie reported acquisition or exercise transactions in this Form 4 filing.
TEGNA INC reported that its SVP and CFO, Julie Heskett, received a grant of 51,470 2024 Performance Shares. These awards are a form of equity compensation, shown at a grant price of $0.00 per share and are classified as derivative securities tied to common stock.
Each 2024 Performance Share represents a contingent right to receive one share of TE GNA common stock. The performance shares vest on February 28, 2027, and, unless delivered earlier after certain employment or change-in-control events, the vested common shares are scheduled to be delivered on or about March 1, 2027. Following this award, Heskett holds 51,470 performance shares directly.
Tolston Alex J reported acquisition or exercise transactions in this Form 4 filing.
TEGNA INC reported that SVP and Chief Legal Officer Alex J. Tolston received a grant of 72,748 restricted stock units on March 1, 2026. Each unit represents a contingent right to receive one share of TEGNA common stock.
The restricted stock units vest in four equal annual installments on February 28, 2027, February 29, 2028, February 28, 2029, and February 28, 2030. Shares will be delivered in four equal annual installments beginning on March 1, 2027, unless delivered earlier following a termination of employment or a change in control.
Steib Michael F reported acquisition or exercise transactions in this Form 4 filing.
TEGNA Inc. reported that President and CEO Michael F. Steib received a grant of 354,252 restricted stock units. Each unit represents a contingent right to receive one share of TEGNA common stock.
The units vest in four equal annual installments on February 28, 2027, February 29, 2028, February 28, 2029, and February 28, 2030, and, unless delivered earlier after a termination of employment or a change in control, will be delivered in four equal annual installments beginning on March 1, 2027.
TEGNA Inc. senior vice president and principal accounting officer Clifton A. McClelland III reported multiple equity compensation transactions. On March 1, 2026, he received a grant of 20,749 restricted stock units, each representing a right to one share of common stock.
On February 27, 2026, 2023 Performance Shares and several prior restricted stock unit awards vested and were converted into shares of common stock at no cost, with deliveries on March 2, 2026, according to the company’s incentive plan. As part of these vestings, 7,164.943 shares of common stock at $20.95 per share were withheld to satisfy tax obligations rather than sold in the open market.
After these transactions, McClelland directly owned 85,882.517 shares of TE GNA common stock, and indirectly held 9,530.310 shares through a 401(k) plan.
TEGNA SVP and CFO Julie Heskett reported several equity transactions. She received a grant of 75,911 restricted stock units on March 1, 2026, which vest in four equal annual installments from February 28, 2027 through February 28, 2030. On February 27, 2026, 12,080.934 2023 Performance Shares were exercised into the same number of common shares, with 3,883.102 shares withheld at $20.95 per share to cover taxes. After these transactions, she directly holds 117,227.774 common shares and indirectly holds 10,590.270 shares through a 401(k) plan.
TEGNA SVP and Chief Growth Officer Thomas R. Cox reported several equity-related transactions. He received a grant of 88,563 Restricted Stock Units, each representing a right to one share of common stock. Separately, 16,610.976 2023 Performance Shares were exercised into an equal number of common shares, with 5,739.958 shares withheld at $20.95 per share to cover tax obligations. Following these transactions, he directly held 141,881.021 common shares and indirectly held 11,354.260 shares through a 401(k) plan. The new RSUs vest in four equal annual installments from February 28, 2027 through February 28, 2030, with delivery of shares beginning on March 1, 2027.