Form 4: TEGNA Director Disposes Shares in Nexstar Merger

TEGNA Director Catherine Dunleavy disposed of all common stock and restricted stock units following the company's merger into Nexstar Media Group for $22.00 per share.

Summary

• Catherine Dunleavy, a Director of TEGNA Inc. (TGNA), reported the disposition of her beneficial ownership in the company.
• The disposition occurred on March 19, 2026, as a result of the merger of TEGNA Inc. with Teton Merger Sub, Inc., a wholly-owned subsidiary of Nexstar Media Group, Inc.
• Pursuant to the Merger Agreement dated August 18, 2025, TEGNA Inc. survived the merger as a wholly-owned subsidiary of Nexstar.
• At the effective time of the merger, each share of TEGNA's common stock was converted into the right to receive $22.00 in cash, without interest.
• Dunleavy disposed of 8,230.83 shares of common stock at a price of $22.00 per share.
• Additionally, 9,142 restricted stock units (RSUs) were cancelled and converted into the right to receive the $22.00 merger consideration for each underlying share of common stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While it signifies the end of TEGNA as an independent entity, the completion of the merger at the agreed-upon cash price provides certainty and liquidity for shareholders, including the reporting person.

Positives

• The completion of the merger provides a definitive cash payout of $22.00 per share to TEGNA shareholders, including the reporting person.
• The transaction represents a successful conclusion to the previously announced merger agreement.

Negatives

• TEGNA Inc. is no longer an independent publicly traded company, becoming a wholly-owned subsidiary of Nexstar Media Group, Inc.
• The reporting person, Catherine Dunleavy, no longer holds direct or indirect beneficial ownership in TEGNA common stock or derivative securities.

Future Outlook

TEGNA Inc. will continue to operate as a wholly-owned subsidiary of Nexstar Media Group, Inc. following the completion of the merger.

Industry Context

StockSavvy.ai notes that this merger represents a significant consolidation within the U.S. broadcast television and media industry, further expanding Nexstar Media Group's footprint and market share. The acquisition of TEGNA by Nexstar aligns with broader industry trends of media companies seeking scale and operational efficiencies to compete in a rapidly evolving landscape.

Related Party Transactions

• The merger itself, as detailed in the Agreement and Plan of Merger dated August 18, 2025, between TEGNA Inc., Nexstar Media Group, Inc., and Teton Merger Sub, Inc., constitutes a significant transaction between the entities.

Stakeholder Impact

• Shareholders of TEGNA Inc. received a cash payout of $22.00 per share, converting their equity into liquidity.
• Employees of TEGNA Inc. now operate under the ownership structure of Nexstar Media Group, Inc.

Next Steps

• Integration of TEGNA's operations into Nexstar Media Group's existing portfolio.

Key Dates

Keywords

TEGNA, TGNA, Nexstar Media Group, Merger, Insider Transaction, Form 4, Restricted Stock Units, Corporate Acquisition, Media Industry