Form 4: TEGNA Executive Sells All Holdings Post-Nexstar Merger

A TEGNA Inc. executive disposed of all common stock and equity awards following the company's acquisition by Nexstar Media Group, Inc. for $22.00 per share.

Summary

• Clifton A. McClelland III, SVP, Controller, and Principal Accounting Officer of TEGNA Inc., reported the disposition of all his beneficial ownership in TEGNA securities.
• The transactions occurred on March 19, 2026, as a direct result of the merger of TEGNA Inc. with Teton Merger Sub, Inc., a wholly-owned subsidiary of Nexstar Media Group, Inc.
• Each share of TEGNA common stock was converted into the right to receive $22.00 in cash, without interest, as the merger consideration.
• McClelland disposed of 85,882.517 shares of common stock held directly and 9,530.311 shares held indirectly through a 401(k) plan.
• He also disposed of 44,729 Restricted Stock Units, 24,549.9 Performance Shares, and 9,604.545 Phantom Share Units, all of which were converted into the $22.00 per share merger consideration.
• Following these transactions, McClelland beneficially owns 0 shares of TEGNA common stock or derivative securities.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, representing the expected and successful completion of a major corporate transaction for TEGNA shareholders and the reporting person, who received the agreed-upon merger consideration.

Positives

• The merger consideration of $22.00 per share provided a clear and definitive cash exit value for shareholders and equity award holders.
• The transactions were executed pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged disposition strategy.

Negatives

• TEGNA Inc. common stock is no longer publicly traded, as the company became a wholly-owned subsidiary of Nexstar Media Group, Inc.
• The reporting person no longer holds any TEGNA securities, signifying a complete divestment of his holdings in the acquired entity.

Future Outlook

The filing indicates the completion of the merger, with TEGNA Inc. becoming a wholly-owned subsidiary of Nexstar Media Group, Inc. For certain TEGNA Restricted Stock Unit Awards granted on or after August 18, 2025, they were converted into time-based restricted stock unit awards in respect of Nexstar common stock, subject to the same terms and conditions.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects the final stages of a significant consolidation event in the broadcast media industry, where Nexstar Media Group, a major player, has successfully acquired TEGNA. Such mergers typically lead to increased market concentration and potential synergies for the acquiring entity, while the acquired company's stock ceases public trading.

Comparison to Industry Standards

• This transaction is consistent with typical merger and acquisition outcomes in the media sector, where target company shares are converted into cash or acquirer shares.
• Similar cash-out mergers have been observed in other media consolidations, such as the Sinclair Broadcast Group's acquisition of Tribune Media, where shareholders received cash and stock.
• The $22.00 per share cash consideration provides a definitive value for TEGNA shareholders, aligning with common practices for cash mergers.

Management Changes

Stakeholder Impact

• Shareholders: Received $22.00 cash per share, concluding their investment in TEGNA common stock.
• Employees (specifically the reporting person): Equity awards were converted to cash or, for some recent RSUs, into Nexstar equity, providing liquidity or continued equity participation in the acquiring company.

Next Steps

• Certain 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 and conditions as applied to the Company RSU Award as of immediately prior to the Effective Time.

Key Dates

Keywords

TEGNA, TGNA, Nexstar Media Group, Merger, Acquisition, Form 4, Insider Transaction, Stock Sale, Restricted Stock Units, Performance Shares, Phantom Share Units, Clifton A. McClelland III