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. 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. reported that the U.S. Department of Justice issued a “Second Request” on October 30, 2025 in connection with its pending merger with Nexstar Media Group. A Second Request extends the Hart‑Scott‑Rodino waiting period until 30 days after the parties substantially comply with the request, unless the period is terminated earlier or extended by agreement.
The companies stated they will continue to cooperate with the DOJ’s review and currently expect the merger to be completed in the second half of 2026. Closing remains subject to expiration or termination of the HSR waiting period and other conditions in the merger agreement.
TEGNA Inc.: The Vanguard Group filed an amended Schedule 13G reporting beneficial ownership of 18,610,603 common shares, representing 11.56% of the class as of the stated event date. Vanguard reports 0 sole voting power and 1,011,395 shared voting power. It has 17,391,697 shares with sole dispositive power and 1,218,906 with shared dispositive power.
Vanguard files as an investment adviser and states the securities were acquired and are held in the ordinary course, not to change or influence control. Vanguard’s clients have the right to receive dividends or sale proceeds, and no single client’s interest exceeds 5%.
BlackRock, Inc. filed Amendment No. 13 to a Schedule 13G reporting beneficial ownership of 23,515,421 TEGNA (TGNA) common shares, representing 14.6% of the class as of 09/30/2025.
BlackRock reports 23,113,477 shares with sole voting power and 23,515,421 with sole dispositive power. The filing is certified as shares held in the ordinary course and not for changing or influencing control. The interest of iShares Core S&P Small-Cap ETF in TEGNA common stock is noted as more than five percent.
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 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 Inc. reported that its Board of Directors approved amendments to the company’s By-laws, effective August 26, 2025. The changes remove the previous rule that directors had to retire from the Board at the first annual stockholders’ meeting after turning 73.
Under the amended rules, both non-executive directors and directors who have served as chief executive officer must, within 30 days of turning 75, offer to submit a resignation letter to the Governance, Public Policy and Corporate Responsibility Committee. That committee will recommend to the Board whether to accept or reject the offer. If the Board rejects the resignation, the director may continue serving but must make a new offer to resign within 30 days after each subsequent birthday.
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.