Form 4: TEGNA CEO Steib Cashes Out Shares Post-Nexstar Merger

TEGNA's President and CEO, Michael F. Steib, reported the disposition of all his TEGNA common stock, restricted stock units, and performance shares following the company's merger with Nexstar Media Group.

Summary

• TEGNA Inc. completed its merger with Teton Merger Sub, Inc., a direct wholly-owned subsidiary of Nexstar Media Group, Inc., on March 19, 2026.
• At the effective time of the merger, each share of TEGNA common stock was converted into the right to receive $22.00 in cash.
• Michael F. Steib, President and CEO, disposed of 192,392.02 shares of TEGNA common stock directly and 737.619 shares indirectly through a 401(k) plan, both at $22.00 per share.
• TEGNA Restricted Stock Unit (RSU) awards granted before August 18, 2025, totaling 354,252 units, were cancelled and converted into the right to receive $22.00 in cash per underlying share.
• TEGNA RSU awards granted on or after August 18, 2025, were converted into time-based restricted stock unit awards in respect of Nexstar common stock, subject to the same terms.
• TEGNA Performance Share Unit (PSU) awards, totaling 481,603.6 units, were cancelled and converted into the right to receive $22.00 in cash per underlying share.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive and definitive outcome for the reporting person, converting equity into cash or new equity in the acquiring entity following a successful merger, providing certainty and liquidity.

Positives

• The reporting person received a definitive cash payout of $22.00 per share for all directly and indirectly held TEGNA common stock, providing immediate liquidity.
• Most TEGNA equity awards (RSUs granted before August 18, 2025, and PSUs) were converted into a cash payout at $22.00 per underlying share, providing a clear and certain value realization.
• A portion of the reporting person's equity interest (RSUs granted on or after August 18, 2025) was converted into Nexstar common stock RSUs, maintaining an equity stake in the acquiring entity.

Negatives

• The reporting person no longer holds direct or indirect beneficial ownership of TEGNA common stock or its derivative securities, signifying the end of their direct equity interest in the acquired company.

Future Outlook

NA

Industry Context

StockSavvy.ai notes this transaction reflects the finalization of a significant consolidation in the media industry, with Nexstar Media Group expanding its broadcast portfolio by acquiring TEGNA Inc. This merger reshapes the competitive landscape for local television broadcasting and digital media assets.

Comparison to Industry Standards

• StockSavvy.ai notes the $22.00 per share merger consideration for TEGNA common stock is a specific valuation agreed upon in the merger agreement, reflecting the acquisition premium for TEGNA's assets. This cash-out price represents the definitive value realized by TEGNA shareholders as a result of the acquisition by Nexstar Media Group, a major player in the broadcast television industry.

Related Party Transactions

• The reported transactions are part of the Agreement and Plan of Merger between TEGNA Inc. and Nexstar Media Group, Inc., which involved the acquisition of TEGNA by Nexstar. As President and CEO, Michael F. Steib's disposition of securities is a direct result of this corporate transaction.

Stakeholder Impact

• Shareholders of TEGNA Inc. received $22.00 in cash per share, providing a clear return on their investment.
• Employees holding TEGNA Restricted Stock Units and Performance Shares saw their awards either cashed out or converted into Nexstar equity awards, impacting their compensation structure and future equity participation.

Key Dates

Keywords

TEGNA, Nexstar, Merger, Form 4, Insider Transaction, Michael F. Steib, Common Stock, Restricted Stock Units, Performance Shares, Acquisition