Welcome to our dedicated page for Tegna SEC filings (Ticker: TGNA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
TEGNA Inc. (NYSE: TGNA) files a range of reports and disclosure documents with the U.S. Securities and Exchange Commission, providing detailed insight into its broadcasting and digital media operations. On this SEC filings page, Stock Titan surfaces TEGNA’s 10‑K annual reports, 10‑Q quarterly reports, 8‑K current reports and proxy materials, along with AI‑generated summaries that explain key points in accessible language.
For a media company like TEGNA, 10‑K and 10‑Q filings typically discuss revenue composition across distribution revenue and advertising and marketing services (AMS), the impact of political advertising cycles, operating expense trends, adjusted EBITDA and free cash flow metrics. These filings also describe strategic initiatives such as expanding local news programming, cost‑cutting efforts and agreements related to local sports rights. Stock Titan’s AI tools highlight sections that address these topics so readers can quickly identify what is driving reported results.
TEGNA’s 8‑K current reports provide timely disclosure of material events. Recent 8‑Ks describe the entry into an Agreement and Plan of Merger with Nexstar Media Group, Inc., the terms of the merger consideration, the conditions to closing, and subsequent developments in the regulatory review process, including Hart‑Scott‑Rodino filings and a request for additional information from the U.S. Department of Justice. Other 8‑Ks cover quarterly earnings releases, by‑law amendments and supplemental proxy disclosures related to stockholder litigation about the merger.
Investors tracking corporate governance and capital structure can use this page to review filings that discuss TEGNA’s board decisions on regular quarterly dividends, debt redemptions, leverage, and changes to by‑laws governing director retirement policies. Where available, Forms 3, 4 and 5 provide data on insider holdings and transactions, and Stock Titan’s interface makes it easier to locate and interpret these records.
All filings are updated in near real time as they are posted to EDGAR. Stock Titan’s AI‑powered summaries help readers navigate lengthy documents by calling out risk factor updates, transaction terms, regulatory conditions and other elements that matter for understanding TEGNA’s financial reporting and the status of its pending acquisition by Nexstar.
TEGNA Inc. reports on its broadcasting and digital media business and highlights a planned merger with Nexstar Media Group. Under the merger agreement, each TEGNA share is to be converted into the right to receive $22.00 in cash, and Nexstar would acquire TEGNA as a wholly owned subsidiary.
TEGNA operates 64 television stations and two radio stations in 51 U.S. markets, reaching about 39% of U.S. TV households and generating $2.7 billion of revenue in 2025, largely from distribution fees and advertising and marketing services. The company also runs the Premion streaming advertising platform and holds numerous digital and venture investments.
The merger has been approved by TEGNA stockholders but remains subject to customary closing conditions and regulatory approvals, including FCC and antitrust review, with expected closing by the second half of 2026. TEGNA details extensive risk factors around advertising demand, cord-cutting pressure on distribution revenue, regulatory changes, cybersecurity, and the possibility the merger is delayed or not completed.
TEGNA Inc. reported weaker results for the fourth quarter and full-year 2025, while progressing toward a planned sale to Nexstar Media Group. Fourth quarter revenue fell 19% year over year to $706 million, mainly from sharply lower political advertising, partly offset by 4% growth in Advertising and Marketing Services. GAAP net income attributable to TEGNA was $56 million, with diluted EPS of $0.34, and Adjusted EBITDA dropped 48% to $161 million.
For 2025, revenue declined 13% to $2.71 billion, GAAP net income attributable to TEGNA was $220 million, and diluted EPS was $1.34. Full-year Adjusted EBITDA decreased 38% to $579 million. Net cash flow from operations was $326 million and Adjusted free cash flow was $316 million, bringing two-year Adjusted free cash flow to $1.0 billion, within the company’s guidance range. TEGNA returned $80 million to shareholders via dividends in 2025 and ended the year with $291 million in cash and a net leverage ratio of 2.8x.
TEGNA and Nexstar have a definitive agreement for Nexstar to acquire all outstanding TEGNA shares for $22.00 per share in cash in a transaction valued at $6.2 billion, approved by TEGNA stockholders and expected to close by the second half of 2026, subject to regulatory approvals and customary conditions. In connection with the pending merger, TEGNA has suspended share repurchases but expects to continue paying its regular quarterly dividend.
TEGNA Inc. reported an insider equity transaction by its SVP and Chief Legal Officer on December 15, 2025. The officer converted 52,148 restricted stock units into restricted shares of common stock, and then had 20,520.238 shares of common stock withheld at $19.58 per share to cover tax obligations tied to a Section 83(b) election.
After these transactions, the officer directly beneficially owned 35,486.21 shares of TEGNA common stock and indirectly owned 85.193 shares through a 401(k) plan. The filing explains that the restricted stock units were converted into restricted shares in connection with the consummation of transactions under a merger agreement dated August 18, 2025 among TEGNA, Nexstar Media Group, Inc. and Teton Merger Sub, Inc., with the 83(b) election made to mitigate potential adverse tax consequences under specific Internal Revenue Code provisions.
TEGNA Inc.'s President and CEO reported equity transactions dated December 15, 2025. The executive converted 346,769.5 restricted stock units into an equal number of shares of common stock at an exercise price of $0, as shown in both the non-derivative and derivative tables.
Of the resulting shares, 191,763.534 shares of common stock were withheld to satisfy the reporting person's tax obligation in connection with a Section 83(b) election, at a price of $19.58 per share, leaving 192,392.02 shares of common stock held directly. The restricted stock units were converted into restricted shares of common stock generally subject to the same terms and conditions, with the Section 83(b) election made to address potential tax consequences under Sections 280G and 4999 of the Internal Revenue Code in connection with the consummation of the transactions contemplated by an August 18, 2025 Agreement and Plan of Merger among TEGNA, Nexstar Media Group, Inc. and Teton Merger Sub, Inc.
TEGNA Inc.'s senior vice president and chief financial officer reported equity transactions involving restricted stock units and common shares on December 15, 2025. The officer converted 79,411.5 restricted stock units into restricted shares of common stock, then had 35,814.587 shares withheld at $19.58 per share to cover tax obligations related to a Section 83(b) election.
After these transactions, the officer directly owned 109,029.942 shares of TEGNA common stock and indirectly held 9,789.455 shares through a 401(k) plan. The filing explains that the restricted stock units were converted into restricted shares and the Section 83(b) election was made to mitigate potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code in connection with the consummation of transactions contemplated by an Agreement and Plan of Merger among TEGNA, Nexstar Media Group, Inc. and Teton Merger Sub, Inc. dated August 18, 2025.
TEGNA Inc. reported insider equity award activity by its senior vice president and chief growth officer. On 12/15/2025, 82,112.25 restricted stock units were converted into restricted shares of common stock, generally on the same terms.
To cover taxes tied to a Section 83(b) election, 40,262.529 common shares were withheld at $19.58 per share. After these transactions, the officer beneficially owned 171,272.532 common shares directly and 10,548.541 shares through a 401(k) plan. The restricted stock unit conversion and election were made in connection with the consummation of transactions under the August 18, 2025 Agreement and Plan of Merger among TEGNA, Nexstar Media Group, Inc. and Teton Merger Sub, Inc.
TEGNA Inc. (TGNA) reported the results of a special stockholder meeting where investors voted on its planned merger with Nexstar Media Group. Holders of 136,860,694 shares, or about 84.97% of the 161,056,789 shares outstanding as of the record date, were represented, establishing a strong quorum.
Stockholders overwhelmingly approved the Merger Agreement, with 133,763,880 votes in favor, 2,887,840 against and 208,974 abstentions. This vote clears a key shareholder hurdle for the transaction, though completion still depends on customary closing conditions, including required regulatory approvals.
In a separate advisory vote on potential merger-related compensation for TEGNA’s named executive officers, 21,531,139 votes were cast in favor, 114,148,241 against and 1,181,314 abstained, indicating significant stockholder opposition to the proposed pay arrangements, although this vote is non-binding.
TEGNA Inc. reported Q3 2025 results with revenue of $650.8 million and net income of $37.1 million, or $0.23 per diluted share. Year-over-year comparisons reflect lower political advertising and softer Advertising & Marketing Services. Distribution revenue was $358.5 million, AMS was $273.4 million, political was $9.9 million, and other was $9.1 million. Adjusted expense controls helped offset revenue pressure, including lower digital platform fees and employee costs.
Balance sheet and capital actions featured early repayment of the entire $550 million notes due March 2026 using cash on hand. Cash and cash equivalents were $232.8 million, with $738.2 million of unused capacity under the $750 million revolving credit facility expiring January 2029. The company plans to continue its regular quarterly dividend of $0.125 per share. TEGNA entered a merger agreement with Nexstar for $22.00 per share in cash, subject to stockholder and regulatory approvals. Common shares outstanding were 161,056,789 as of October 31, 2025.
TEGNA Inc. furnished an 8-K announcing it reported consolidated financial results for the third quarter and nine months ended September 30, 2025. The company provided a press release as Exhibit 99.1 with additional details.
The information in this report is furnished, not filed, under the Exchange Act.