Form 4: TEGNA Director Sells Shares Post-Nexstar Merger

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

Summary

• Director Howard D. Elias reported the disposition of all his TEGNA Inc. securities.
• This occurred on March 19, 2026, following the merger of TEGNA Inc. with Nexstar Media Group, Inc.
• Each share of TEGNA common stock, restricted stock unit, and phantom share unit was converted into the right to receive $22.00 in cash as part of the merger consideration.
• Elias disposed of 20,725.6 shares of common stock, 14,623 restricted stock units, and 116,420 phantom share units.
• Following these transactions, Elias beneficially owns 0 shares of TEGNA Inc.
• The reporting person is no longer subject to Section 16 reporting obligations for TEGNA Inc.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive outcome for TEGNA shareholders who received the agreed-upon cash consideration, reflecting the successful completion of a major corporate transaction.

Positives

• The merger with Nexstar Media Group was completed, providing a cash payout of $22.00 per share to TEGNA shareholders and unit holders.
• The reporting person, a director, successfully monetized his equity holdings at the agreed merger price.

Negatives

• TEGNA Inc. is now a wholly-owned subsidiary of Nexstar, meaning its common stock is no longer publicly traded, and existing shareholders received a fixed cash consideration rather than continued equity participation.

Future Outlook

The filing does not provide forward-looking statements regarding TEGNA Inc. as it is now a wholly-owned subsidiary of Nexstar Media Group. The future outlook for the acquired assets will be integrated into Nexstar's overall strategy.

Industry Context

StockSavvy.ai notes that the completion of the TEGNA-Nexstar merger signifies further consolidation within the U.S. broadcast television industry, a trend driven by the pursuit of scale, operational efficiencies, and enhanced bargaining power with content distributors and advertisers. This transaction strengthens Nexstar's position as a dominant player in local media.

Comparison to Industry Standards

• The $22.00 per share merger consideration for TEGNA Inc. common stock represents the agreed-upon valuation in a significant industry consolidation event.
• Comparable transactions in the broadcast media sector, such as Gray Television's acquisition of Meredith Corporation's local media group for $2.7 billion or E.W. Scripps' acquisition of ION Media for $2.65 billion, also involved strategic consolidation to achieve scale and market reach.
• The cash consideration structure is a common approach in such takeovers, providing immediate liquidity to target shareholders.

Management Changes

Stakeholder Impact

• Shareholders: Received $22.00 cash per share, converting their equity into a fixed cash payout.
• Management (including Director Elias): Monetized their equity holdings at the merger price and are no longer subject to Section 16 reporting for TEGNA.

Next Steps

• No specific future actions for TEGNA Inc. as an independent entity are mentioned, given its acquisition by Nexstar.
• The reporting person has no further beneficial ownership in TEGNA Inc.

Key Dates

Keywords

TEGNA, TGNA, Nexstar Media Group, Merger, Form 4, Insider Transaction, Stock Sale, Restricted Stock Units, Phantom Share Units, Corporate Action