DEFM14A: TEGNA Stockholders to Vote on Nexstar All-Cash Merger

TEGNA Inc. stockholders are invited to a special meeting on November 18, 2025, to vote on the proposed all-cash acquisition by Nexstar Media Group, Inc. for $22.00 per share.

Summary

• A special meeting of stockholders will be held virtually on November 18, 2025, at 9:00 a.m. Eastern time, to vote on the merger.
• Stockholders will vote on: (i) adopting the Merger Agreement, (ii) an advisory (non-binding) proposal to approve executive compensation related to the merger, and (iii) a proposal to adjourn the meeting if necessary to solicit additional proxies.
• Teton Merger Sub, Inc., a wholly-owned subsidiary of Nexstar Media Group, Inc., will merge into TEGNA, with TEGNA continuing as the surviving, wholly-owned subsidiary of Nexstar.
• Each outstanding share of TEGNA Common Stock (excluding certain shares) will be converted into the right to receive $22.00 per share in cash, without interest, less any applicable withholding taxes.
• TEGNA's Board of Directors unanimously determined the merger is advisable, fair, and in the best interests of TEGNA and its stockholders, recommending a 'FOR' vote on all proposals.
• The merger requires approval by the affirmative vote of holders of at least a majority of the outstanding shares of TEGNA Common Stock entitled to vote.
• The merger is expected to be completed in the second half of 2026, subject to customary closing conditions and regulatory approvals.
• Allen & Company LLC, TEGNA's financial advisor, delivered a written opinion on August 18, 2025, stating that the Merger Consideration is fair, from a financial point of view, to TEGNA Common Stock holders.
• One lawsuit was filed on October 3, 2025, by a purported TEGNA Stockholder alleging disclosure deficiencies in the preliminary proxy statement and seeking to enjoin the merger or compensatory damages; TEGNA believes the allegations are without merit.
• Nexstar has secured committed debt financing for the merger, and the availability of this financing is not a condition to the consummation of the merger.

Sentiment

Score: 8

Explanation: The unanimous board recommendation, significant cash premium over pre-rumor stock price, and the certainty of an all-cash transaction, coupled with Nexstar's commitment to regulatory efforts and financing, indicate a highly favorable outcome for TEGNA stockholders, despite inherent regulatory and litigation risks.

Positives

• The Merger Consideration of $22.00 per share represents a 44% premium to TEGNA's closing stock price of $15.31 on August 8, 2025 (the last trading day prior to market rumors).
• The $22.00 per share also represents a 31% premium to the unaffected 30-day average stock price of TEGNA Common Stock ending on August 8, 2025.
• The all-cash nature of the Merger Consideration provides certainty, immediate value, and liquidity to TEGNA stockholders, eliminating risks and uncertainties associated with continued standalone operation.
• The Board believes the Merger Consideration represents the highest price Nexstar was willing to pay and the most favorable terms for TEGNA.
• Nexstar has agreed to use reasonable best efforts to obtain all necessary governmental approvals, including potentially divesting assets or modifying business conduct, subject to a cap of $150 million in EBITDA loss.
• Nexstar is obligated to pay TEGNA a $125 million termination fee under certain circumstances related to regulatory approval failures.
• The Merger Agreement allows TEGNA to terminate for a 'Company Superior Proposal' (subject to a $120 million termination fee), which the Board believes is unlikely to deter other potential acquirors.
• The merger is not subject to a financing condition, and Nexstar has obtained committed debt financing from reputable financial institutions.
• The merger does not require the approval of Nexstar's stockholders, reducing a potential point of failure.
• TEGNA is permitted to continue paying regular quarterly cash dividends of up to $0.125 per share per quarter until the merger closes.
• The Board of Directors unanimously approved the merger, with a majority of independent directors, after consulting with legal and financial advisors.
• Appraisal rights are available under Delaware law for eligible TEGNA stockholders who do not vote in favor of the merger.

Negatives

• TEGNA will cease to exist as an independent, publicly traded company, and stockholders will no longer participate in any future earnings or growth.
• There are risks and costs to TEGNA if the merger is not completed, including potential adverse effects on attracting and retaining key personnel, disruption to operations, and a possible decline in stock price.
• TEGNA would be obligated to pay Nexstar a termination fee of $120 million under certain circumstances, such as a Company Adverse Recommendation Change or accepting a Company Superior Proposal.
• TEGNA may be required to pay Nexstar up to $30 million in expenses if the Merger Agreement is terminated due to stockholders failing to adopt it.
• Restrictions on TEGNA's business conduct during the interim period may limit its ability to pursue new business opportunities.
• The all-cash transaction will be a taxable event for U.S. federal income tax purposes for U.S. Holders.
• TEGNA is generally restricted from soliciting alternative acquisition proposals, though exceptions exist for unsolicited superior proposals.
• The transaction involves significant costs and management effort, which could disrupt business operations.
• The completion of the merger requires regulatory clearances (HSR Act, FCC Consent) which could be subject to unforeseen delays or conditions, including potential divestitures.
• TEGNA's executive officers and directors have interests in the merger (e.g., accelerated equity, severance, retention awards, tax reimbursement) that differ from those of general stockholders.
• There is a risk of losing key management or other personnel during the pendency of the merger.

Risks

• The timing, receipt, and terms of required governmental or regulatory approvals (HSR Act, FCC Consent) could reduce anticipated benefits or cause the parties to abandon the merger.
• Risks related to the satisfaction of closing conditions, including failure to obtain necessary regulatory approvals or TEGNA stockholder approval.
• Disruption from the merger making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with customers, vendors, and partners.
• The occurrence of any event, change, or circumstances that could give rise to the termination of the Merger Agreement.
• Diversion of management's attention from TEGNA's ongoing business operations due to the merger process.
• Significant transaction costs associated with the merger.
• The risk of litigation and/or regulatory actions related to the merger or unfavorable results from currently pending or future litigation.
• Other business effects, including those from industry, market, economic, political, or regulatory conditions.
• Information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks.
• Risks associated with continuing to operate TEGNA as a standalone broadcasting company, including its long-term strategic plan, competitive environment, advertising industry trends, and evolving Pay TV ecosystem.
• The risk that TEGNA may not be able to achieve its projected financial performance.
• The potential risk of losing the favorable opportunity with Nexstar if TEGNA pursued a higher price or sought discussions with other third parties prior to the Merger Agreement.
• Regulatory agencies may impose terms and conditions on their approvals, including potentially requiring the divestiture of certain television stations or other remedies that may materially delay or impede the closing of the merger.
• Alleged potential conflicts of interest that may have influenced the work performed and opinion provided by TEGNA's financial advisor, as claimed in the pending lawsuit.
• Risk that any financial statements included in the Required Information for financing purposes may be deemed stale or require restatement.

Future Outlook

The merger is anticipated to be completed in the second half of 2026, contingent upon the satisfaction of closing conditions, particularly regulatory approvals. If the merger does not proceed, TEGNA will continue as an independent public company, and its stock price may experience significant volatility or decline. The Board of Directors will continue to evaluate the company's business operations, strategic direction, and capitalization, but there is no assurance that other attractive strategic alternatives will emerge or that TEGNA's standalone performance will meet expectations.

Management Comments

• Mr. Steib (TEGNA CEO) noted that the Board's willingness to consider a proposal from Nexstar would be based on shareholder value, transaction certainty (including regulatory approvals), and sufficient flexibility for TEGNA to operate its business between signing and closing.
• Mr. Steib and Mr. Sook (Nexstar CEO) agreed that if they pursued a business combination, it would be critical for both parties to focus efforts on obtaining regulatory approval and not simultaneously pursue other transactions in the broadcasting industry.
• Mr. Elias (TEGNA Chairman) and Mr. Steib reiterated that TEGNA's willingness to consider a transaction was predicated on the value it would deliver to stockholders relative to standalone prospects and strategic plans, along with sufficient operational flexibility and transaction certainty.
• Mr. Elias informed Mr. Sook that the Board had authorized TEGNA to seek to finalize a transaction at the $22.00 per share all-cash price, subject to alignment on transaction certainty, operational flexibility, and regulatory focus.
• Mr. Sook stated he was confident parties could negotiate a mutually acceptable agreement on key points.

Industry Context

The announcement occurs within a broadcasting industry characterized by ongoing consolidation trends and an evolving regulatory environment. The Board of Directors emphasized the importance of increased scale in the industry and the difficulty of achieving it organically. Discussions between TEGNA and Nexstar management also touched upon the impact of a new U.S. administration and FCC leadership on potential consolidation. The filing notes that the pool of potential acquirors for TEGNA has been decreasing due to these industry trends.

Comparison to Industry Standards

• The Merger Consideration of $22.00 per share represents a significant 44% premium to TEGNA's closing price on August 8, 2025, and a 31% premium to its unaffected 30-day average stock price, indicating a compelling valuation for stockholders.
• Allen & Company's selected public companies analysis showed enterprise value multiples for comparable broadcast media companies (Gray Media, Nexstar, Sinclair, The E.W. Scripps Company) ranging from 6.3x to 7.3x for CY2024A/CY2025E average Adjusted EBITDA and 6.8x to 8.3x for CY2025E/CY2026E average Adjusted EBITDA.
• Allen & Company's selected precedent transactions analysis, involving target companies in the broadcast sector, showed transaction values as multiples of average Adjusted EBITDA ranging from 7.6x to 10.5x.
• The Board considered and rejected an all-stock proposal from 'Party A' (another broadcasting industry participant) due to its complexity, substantial execution risks, and the potential for dilution to TEGNA stockholders, concluding that Nexstar's all-cash offer provided superior and more certain value.

Management Changes

Corporate Governance

Legal Proceedings

• As of October 9, 2025, one lawsuit was filed by a purported TEGNA Stockholder, Faul v. TEGNA Inc., et al., No. 25-cv-12161, in the U.S. District Court for the Northern District of Illinois.
• The lawsuit alleges that the preliminary proxy statement filed on September 17, 2025, fails to disclose material information regarding the merger process, financial fairness, and alleged potential conflicts of interest of TEGNA's financial advisor.
• The plaintiff seeks to enjoin the merger, or alternatively, rescission of the merger and/or compensatory damages, as well as attorneys' and expert fees.
• TEGNA believes the allegations in the complaint are without merit.
• TEGNA has also received demand letters from purported TEGNA Stockholders alleging similar deficiencies in the preliminary proxy statement, which TEGNA believes are without merit.

Related Party Transactions

• No related party transactions are explicitly disclosed in the filing other than those solely among TEGNA and its wholly-owned subsidiaries, or those related to director or officer compensation and benefits, or those listed in Section 4.19(a)(xv) of the Company Disclosure Schedule (which was not provided in the filing).
• TEGNA's executive officers and directors have certain interests in the merger that are different from, or in addition to, those of TEGNA stockholders generally, including accelerated vesting of equity awards, potential severance benefits, retention awards, and excise tax reimbursement arrangements.

Stakeholder Impact

• **Shareholders**: Will receive $22.00 cash per share, representing a significant premium and providing immediate liquidity. They will cease to be shareholders of an independent public company and will not participate in TEGNA's future growth or earnings. Dissenting shareholders have appraisal rights under Delaware law.
• **Employees**: Continuing employees will receive base compensation and short-term cash incentive opportunities no less favorable in aggregate for one year post-merger. They will also receive target long-term incentive compensation opportunities no less favorable than similarly situated Nexstar employees. Severance benefits are protected, and executive officers have retention agreements and potential excise tax reimbursements.
• **Directors and Officers**: Will benefit from accelerated vesting and settlement of TEGNA equity awards, potential severance benefits upon qualifying termination, retention awards, and excise tax reimbursement. They are also assured continued indemnification and directors and officers liability insurance for six years post-merger.
• **Customers, Suppliers, and Partners**: The merger process and potential non-completion could lead to disruptive effects on TEGNA's day-to-day operations and relationships with these third parties.
• **Creditors**: Nexstar's debt financing plan includes retiring or redeeming certain TEGNA Senior Notes and refinancing TEGNA's existing revolving credit facility. Other TEGNA Senior Debentures may be assumed by Nexstar.

Next Steps

• TEGNA stockholders will vote on the Merger Agreement, Compensation Proposal, and Adjournment Proposal at the Special Meeting on November 18, 2025.
• Upon stockholder approval, a certificate of merger will be filed with the Delaware Secretary of State to effect the merger.
• The merger is anticipated to be completed in the second half of 2026, subject to the satisfaction of all closing conditions.
• A paying agent will send letters of transmittal and instructions to stockholders for exchanging their shares for the Merger Consideration.
• TEGNA Common Stock will be delisted from the NYSE and deregistered under the Exchange Act upon completion of the merger.
• Nexstar and TEGNA will continue to use reasonable best efforts to obtain HSR Act expiration/termination and FCC Consent.
• TEGNA will defend against the ongoing stockholder litigation and any potential future lawsuits related to the merger.
• TEGNA intends to publish final voting results in a Current Report on Form 8-K following the Special Meeting.

Key Dates

Recommendation

The unanimous recommendation from TEGNA's Board of Directors, coupled with a substantial 44% premium to the pre-rumor stock price and a 31% premium to the unaffected 30-day average, makes this an exceptionally attractive all-cash offer for existing shareholders. The certainty of cash consideration, the absence of a financing condition, and Nexstar's commitment to navigating regulatory hurdles significantly de-risk the transaction. While regulatory approvals and a pending lawsuit introduce some uncertainty, the Board's thorough evaluation and rejection of alternative, less favorable proposals underscore the compelling value of this deal. For investors seeking a clear, premium exit, this represents a strong opportunity.

Keywords

TEGNA, Nexstar, Merger, Acquisition, Broadcast Media, Television Stations, SEC Filing, Proxy Statement, Stockholder Vote, Cash Transaction, Regulatory Approval, FCC, HSR Act, Corporate Governance, Executive Compensation, Risk Factors