8-K: TEGNA Acquired by Nexstar for $22/Share, Delists from NYSE

TEGNA Inc. has completed its acquisition by Nexstar Media Group, Inc., with TEGNA shareholders receiving $22.00 per share in cash.

Summary

• On March 19, 2026, TEGNA Inc. (TEGNA) was acquired by Nexstar Media Group, Inc. (Nexstar) through its wholly-owned subsidiary, Teton Merger Sub, Inc., making TEGNA a wholly-owned subsidiary of Nexstar Media Inc.
• Each outstanding share of TEGNA common stock was converted into the right to receive $22.00 in cash, without interest.
• Time-based and performance-based restricted stock unit awards granted before August 18, 2025, fully vested and converted into the right to receive the $22.00 per share merger consideration.
• Equity awards granted on or after August 18, 2025, were converted into time-based restricted stock unit awards in respect of Nexstar common shares, with performance goals deemed achieved at target level for PSU awards.
• Nexstar Media Inc. commenced a tender offer and consent solicitation for TEGNA's 5.000% Senior Notes due 2029, receiving consent from a majority of holders to amend the indenture.
• A Sixteenth Supplemental Indenture was executed on March 19, 2026, to eliminate certain restrictive covenants and provisions from the notes' indenture, becoming operative upon settlement of the tender offer.
• TEGNA common stock was delisted from the New York Stock Exchange (NYSE) prior to the opening of trading on March 20, 2026.
• TEGNA will file Form 25 with the SEC for delisting and deregistration, followed by Form 15 to terminate reporting obligations under the Exchange Act.
• All rights of TEGNA common stockholders ceased at the effective time of the merger, other than the right to receive the merger consideration.
• The company's Fifth Restated Certificate of Incorporation and Bylaws were amended and restated as the Sixth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for TEGNA shareholders, who received a guaranteed cash payout, and a neutral to positive event for Nexstar, which successfully completed a strategic acquisition. The score reflects the successful execution of a major corporate transaction.

Positives

• TEGNA shareholders received a definitive cash consideration of $22.00 per share, providing liquidity and a clear return on investment.
• The completion of the acquisition resolves uncertainty surrounding the company's future ownership and strategic direction.
• Pre-August 18, 2025 equity award holders benefited from full vesting and cash conversion at the merger consideration price.

Negatives

• TEGNA Inc. ceases to be an independent publicly traded company, resulting in its delisting from the NYSE.
• Existing TEGNA shareholders no longer hold equity in an independent entity and lose potential future upside from TEGNA's standalone operations.
• All previous directors and certain officers of TEGNA have departed, signifying a complete change in leadership and corporate identity.

Risks

• The amendments to the 5.000% Senior Notes due 2029, as set forth in the Sixteenth Supplemental Indenture, will become null and void if the settlement of the Tender Offer does not occur.

Future Outlook

TEGNA Inc. is now a wholly-owned subsidiary of Nexstar Media Inc. and will no longer operate as an independent public company. Its future operations and financial performance will be integrated into Nexstar's broader business strategy.

Industry Context

StockSavvy.ai notes that this acquisition represents a significant consolidation within the U.S. broadcasting and media industry. The trend of larger media groups acquiring smaller or mid-sized players continues, driven by desires for increased market share, operational efficiencies, and expanded geographic reach in a competitive landscape. This move further solidifies Nexstar's position as a dominant force in local television broadcasting.

Comparison to Industry Standards

• The all-cash consideration of $22.00 per share for TEGNA shareholders is a standard structure for take-private transactions, offering immediate and certain value to investors, similar to other recent media sector consolidations.
• The delisting of TEGNA's common stock from the NYSE and subsequent deregistration are typical procedural outcomes following the completion of a full acquisition, mirroring actions taken in deals such as the Sinclair Broadcast Group's acquisition of Tribune Media assets (though that deal had a different outcome) or Gray Television's various acquisitions of local stations.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $22.00 per share in cash, concluding their investment in TEGNA as an independent entity.
• Employees: While not explicitly detailed, the change in control and management often leads to organizational restructuring and potential changes in employment terms or roles.
• Noteholders (5.000% Senior Notes due 2029): Subject to a tender offer and consent solicitation, which, if settled, will result in amendments to the indenture governing their notes, potentially altering their rights and protections.
• Management/Directors: All previous directors and certain officers have departed, with new management appointed by Nexstar, indicating a complete change in corporate leadership.

Next Steps

• The NYSE will file Form 25 with the SEC to effect the delisting and deregistration of TEGNA Common Stock.
• TEGNA intends to file a Form 15 with the SEC to terminate the registration of its common stock and suspend its reporting obligations.
• The amendments to the 5.000% Senior Notes due 2029 will become operative upon the settlement of the Tender Offer.

Key Dates

Recommendation

For existing TEGNA shareholders, the recommendation is 'sell' because the company has been acquired, and all outstanding shares of common stock have been converted into the right to receive a fixed cash consideration of $22.00 per share. There is no longer an independent TEGNA stock to hold or trade, and shareholders will automatically receive the merger consideration.

Keywords

TEGNA, Nexstar Media Group, Merger, Acquisition, Delisting, 8-K, SEC Filing, Common Stock, Senior Notes, Corporate Governance, Media Industry, Broadcasting