Form 4: TEGNA Officer Disposes Shares Post-Nexstar Merger

TEGNA's SVP and Chief Legal Officer, Alex J. Tolston, reported the disposition of all his TEGNA common stock, RSUs, and PSUs following the company's merger with Nexstar Media Group.

Summary

• Alex J. Tolston, SVP and Chief Legal Officer of TEGNA Inc., reported changes in beneficial ownership of TEGNA securities.
• The transactions occurred on March 19, 2026, following the merger of TEGNA Inc. with Nexstar Media Group, Inc., where TEGNA became a wholly owned subsidiary of Nexstar.
• Each share of TEGNA common stock was converted into the right to receive $22.00 in cash as merger consideration.
• Tolston disposed of 35,486.21 shares of common stock held directly and 823.362 shares held indirectly through a 401(k) plan.
• He also disposed of 72,748 Restricted Stock Units (RSUs) and 48,268 Performance Shares (PSUs).
• All disposed equity awards were cancelled and converted into the right to receive the $22.00 per share merger consideration, with the exception of certain RSUs granted on or after August 18, 2025, which converted into Nexstar restricted stock units.
• Following these reported transactions, Tolston beneficially owns 0 shares of TEGNA common stock and derivative securities related to TEGNA.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it is a routine disclosure of insider transactions resulting from a previously announced and completed merger, providing no new operational or financial insights for the former TEGNA entity.

Positives

• The reporting person received the merger consideration of $22.00 per share for all directly and indirectly held common stock and equity awards, providing a clear cash exit for their TEGNA holdings.

Negatives

• The reporting person no longer holds any beneficial ownership in TEGNA Inc. common stock or derivative securities, signifying the cessation of their direct equity interest in the former independent entity.

Future Outlook

Certain Restricted Stock Units 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 the original TEGNA awards.

Industry Context

StockSavvy.ai notes that this Form 4 filing marks the final stage of the acquisition of TEGNA by Nexstar Media Group, a significant consolidation event in the broadcast television industry. This merger creates a larger, more diversified media entity under Nexstar, impacting the competitive landscape for local news and advertising.

Stakeholder Impact

• Former TEGNA shareholders received $22.00 cash per share, no longer holding TEGNA stock.
• Employees, including the reporting person, had their TEGNA equity awards converted to cash or Nexstar equity, with their employment continuing under Nexstar.

Next Steps

• The reporting person will continue to hold certain time-based restricted stock unit awards converted into Nexstar common stock, subject to their original vesting schedules.

Key Dates

Keywords

TEGNA, TGNA, Nexstar Media Group, Merger, Form 4, Insider Transaction, Alex J. Tolston, Restricted Stock Units, Performance Shares, Common Stock