Form 4: TEGNA Director Exits Holdings Post-Nexstar Merger

TEGNA Director Melinda Witmer disposed of all her common stock, restricted stock units, and phantom share units following the company's merger with Nexstar Media Group at $22.00 per share.

Summary

• Melinda Witmer, a Director of TEGNA Inc., reported changes in her beneficial ownership following the company's merger.
• The transactions occurred on March 19, 2026, as a result of the Agreement and Plan of Merger dated August 18, 2025.
• TEGNA Inc. merged with Teton Merger Sub, Inc., a direct wholly-owned subsidiary of Nexstar Media Group, Inc., with TEGNA surviving as a wholly-owned subsidiary of Nexstar.
• At the effective time of the merger, each share of TEGNA common stock was converted into the right to receive $22.00 in cash.
• Ms. Witmer disposed of 59,705.447 shares of TEGNA common stock.
• She also disposed of 9,142 Restricted Stock Units (RSUs) and 18,091 Phantom Share Units, which were converted into the right to receive the $22.00 per share merger consideration.
• Following these transactions, Ms. Witmer beneficially owns 0 shares of TEGNA common stock and 0 derivative securities.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event for the reporting person, as it represents the expected cash payout from a pre-announced merger, providing liquidity at a fixed price. For former TEGNA shareholders, it signifies the completion of the acquisition.

Positives

• The merger consideration of $22.00 per share provided a clear cash exit for shareholders, including the reporting person, as per the merger agreement.

Negatives

• TEGNA Inc. is no longer an independent publicly traded entity, having become a wholly-owned subsidiary of Nexstar Media Group, Inc.

Future Outlook

The filing does not provide forward-looking statements or guidance for TEGNA Inc. as it has become a wholly-owned subsidiary of Nexstar Media Group, Inc. The future outlook for the combined entity would be reflected in Nexstar's filings.

Industry Context

StockSavvy.ai notes that the acquisition of TEGNA by Nexstar Media Group significantly consolidates the broadcast television industry, creating a larger entity with expanded reach and potential for operational synergies. This trend of consolidation has been prevalent in the media sector as companies seek scale to compete with digital platforms and manage evolving advertising markets.

Comparison to Industry Standards

• StockSavvy.ai observes that the $22.00 per share merger consideration for TEGNA aligns with recent valuations seen in broadcast media acquisitions, where strategic buyers are willing to pay premiums for market presence and content assets. Similar transactions in the sector have reflected the strategic value of local market penetration and advertising revenue streams.

Stakeholder Impact

• Former TEGNA shareholders received $22.00 cash per share for their common stock, restricted stock units, and phantom share units, concluding their investment in the independent company.

Key Dates

Keywords

TEGNA, TGNA, Nexstar Media Group, Merger, Form 4, Insider Transaction, Melinda Witmer, Common Stock, Restricted Stock Units, Phantom Share Units, Beneficial Ownership