Form 4: TEGNA Officer Converts RSUs, Sells Shares for Tax

TEGNA's SVP and Chief Growth Officer, Thomas R. Cox, converted restricted stock units into common stock and sold a portion to cover tax obligations related to an upcoming merger.

Summary

• Thomas R. Cox, SVP and Chief Growth Officer of TEGNA INC, reported transactions on December 15, 2025.
• Cox acquired 82,112.25 shares of Common Stock upon the conversion of Restricted Stock Units (RSUs).
• Concurrently, 40,262.529 shares of Common Stock were disposed of at a price of $19.58 per share to satisfy tax obligations.
• These actions were related to a Section 83(b) election made to mitigate potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code.
• The tax mitigation strategy is in connection with the consummation of a merger agreement dated August 18, 2025, involving TEGNA, Nexstar Media Group, Inc., and Teton Merger Sub, Inc.
• Following these transactions, Cox directly beneficially owns 131,010.003 shares of Common Stock and indirectly owns 10,548.541 shares via a 401(k) Plan.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction related to executive compensation and tax planning in the context of a known merger, which is neutral in terms of immediate sentiment.

Positives

• Conversion of 82,112.25 Restricted Stock Units into common stock increases direct equity ownership in TEGNA for the reporting person.
• The Section 83(b) election aims to mitigate potential adverse tax consequences related to the upcoming merger, demonstrating proactive financial planning by the executive.

Negatives

• A disposition of 40,262.529 shares of common stock occurred to cover tax obligations, reducing the direct beneficial ownership.

Risks

• The filing explicitly mentions potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code, which the Section 83(b) election aims to mitigate, indicating tax-related risks associated with executive compensation in a merger context.
• The entire transaction is tied to the "consummation of the transactions contemplated by the Agreement and Plan of Merger," implying inherent risks associated with the successful completion of the merger itself.

Future Outlook

The transactions are explicitly linked to the "consummation of the transactions contemplated by the Agreement and Plan of Merger, dated August 18, 2025," between TEGNA, Nexstar Media Group, Inc., and Teton Merger Sub, Inc., indicating an anticipated future merger event.

Management Comments

• The reporting person made a Section 83(b) election for the purpose of mitigating potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger.

Industry Context

This transaction occurs within the context of a planned merger between TEGNA and Nexstar Media Group, Inc., highlighting ongoing consolidation trends within the media industry. Such mergers often involve complex executive compensation and tax planning considerations.

Stakeholder Impact

• Shareholders: The transaction represents a routine compensation-related event for an executive, with minimal direct impact on overall shareholder value beyond the existing merger context.
• Employees: No direct impact on employees is indicated by this specific filing.

Next Steps

• Consummation of the transactions contemplated by the Agreement and Plan of Merger, dated August 18, 2025.

Key Dates

Keywords

TEGNA, TGNA, Form 4, insider transaction, restricted stock units, executive compensation, merger, Nexstar Media Group, Section 83(b) election, tax planning