Form 4: TEGNA Officer Converts Shares to Cash Post-Nexstar Merger

TEGNA's SVP and Chief Growth Officer, Thomas R. Cox, converted all his TEGNA common stock, RSUs, PSUs, and phantom share units into cash at $22.00 per share following the merger with Nexstar Media Group.

Summary

• Thomas R. Cox, SVP and Chief Growth Officer of TEGNA Inc., reported the disposal of all his beneficial ownership in TEGNA securities.
• This action occurred on March 19, 2026, coinciding with the effective time of the merger between TEGNA Inc. and Nexstar Media Group, Inc.
• Each share of TEGNA common stock was converted into the right to receive $22.00 in cash as per the Merger Agreement dated August 18, 2025.
• Cox disposed of 141,881.021 shares of common stock held directly and 11,354.243 shares held indirectly through a 401(k) plan.
• Derivative securities, including 88,563 Restricted Stock Units, 109,078.7 Performance Shares, and 20,910.121 Phantom Share Units, were also converted into cash at the $22.00 per share merger consideration, with specific treatment for RSUs granted on or after August 18, 2025.
• Following these transactions, Cox holds zero beneficial ownership in TEGNA securities.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, reflecting the expected completion of the merger and the reporting person receiving the agreed-upon cash consideration for their equity, providing liquidity.

Positives

• The reporting person received cash consideration for all TEGNA securities, providing liquidity.
• The transaction was executed as part of a pre-arranged merger agreement, indicating a planned exit for shareholders.

Negatives

• The reporting person no longer holds equity in TEGNA, indicating a complete divestment due to the company becoming a wholly-owned subsidiary.

Future Outlook

The filing indicates the completion of the merger, with TEGNA becoming a wholly-owned subsidiary of Nexstar. For the reporting person, the future outlook involves holding Nexstar restricted stock units for certain awards granted after August 18, 2025, subject to original terms, while all other TEGNA securities were converted to cash.

Industry Context

StockSavvy.ai notes that the completion of the TEGNA-Nexstar merger significantly consolidates the U.S. local television broadcasting market. This transaction reflects ongoing trends of media companies seeking scale and synergy to compete in a rapidly evolving digital landscape, potentially impacting advertising revenues and content distribution strategies across the sector.

Comparison to Industry Standards

• The $22.00 per share cash consideration for TEGNA shareholders aligns with typical merger and acquisition payouts in the media industry, where premiums are often paid over pre-announcement trading prices. For example, the Sinclair Broadcast Group's acquisition of Tribune Media in 2018, though ultimately blocked, involved a significant cash component, and the Gray Television acquisition of Meredith Corporation's local media group in 2021 also featured substantial cash consideration, demonstrating a common approach to shareholder liquidity in such transactions.
• The conversion of certain post-August 2025 RSUs into Nexstar restricted stock units is a standard practice in mergers to retain key talent and align their incentives with the acquiring company's performance, similar to how AT&T handled employee equity awards following its acquisition of Time Warner (now WarnerMedia).

Stakeholder Impact

• Shareholders: TEGNA shareholders received $22.00 cash per share, providing a definitive exit and liquidity.
• Employees: Employees holding pre-August 18, 2025 RSUs, PSUs, and Phantom Share Units received cash. Employees with post-August 18, 2025 RSUs had them converted to Nexstar RSUs, aligning their future incentives with the acquiring company.
• Company (TEGNA): Ceased to be a publicly traded entity, becoming a wholly-owned subsidiary of Nexstar.

Key Dates

Keywords

TEGNA, TGNA, Nexstar Media Group, Merger, Form 4, Insider Transaction, Stock Conversion, Restricted Stock Units, Performance Shares, Phantom Share Units, Cash Consideration, Corporate Acquisition