DUNLEAVY CATHERINE 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA (TGNA) Director Catherine Dunleavy Sells Shares in Merger
What Happened
Catherine Dunleavy, a director of TEGNA Inc., had two dispositions to the issuer on March 19, 2026 that converted her company stock and restricted stock units into cash under the company’s merger. She disposed of 8,230.83 shares at $22.00 each for $181,078 and a derivative position of 9,142 RSU-equivalent shares at $22.00 each for $201,124, for total proceeds of $382,202. These were dispositions to the issuer tied to the $22-per-share merger consideration (a cash-out), not open-market sales.
Key Details
- Transaction date: 2026-03-19; Filing date: 2026-03-23 (filed within the Form 4 reporting window).
- Prices and values: 8,230.83 shares × $22.00 = $181,078; 9,142 derivative shares × $22.00 = $201,124; total = $382,202.
- Transaction codes: “D” (disposition to issuer); one entry reports a derivative-based disposition (conversion of RSUs).
- Shares owned after transaction: Not reported in this Form 4.
- Footnotes: Per the merger agreement, each common share (and each RSU) was converted into the right to receive $22.00 in cash at the merger’s effective time.
Context
These disposals resulted from Nexstar’s acquisition of TEGNA—shares and time-based RSUs were canceled and converted into cash per the Merger Agreement, so the transactions reflect the merger cash-out rather than discretionary open-market selling. For retail investors, merger cash-outs are procedural and do not necessarily signal insider sentiment about ongoing company prospects.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−8,230.83$181,078→ 0 total - Disposition to Issuer
Restricted Stock Units
[F2][F3]2026-03-19$22.00/sh−9,142$201,124→ 0 total→ Common Stock (9,142 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of August 18, 2025 (the "Merger Agreement), by and among TEGNA Inc., a Delaware corporation (the "Company"), Nexstar Media Group, Inc., a Delaware corporation ("Nexstar"), and Teton Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Nexstar ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Nexstar. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $1.00 per share ("Company Common Stock"), was converted into the right to receive $22.00 in cash, without interest (the "Merger Consideration").
- [F2]Each time-based restricted stock unit award in respect of shares of Company Common Stock ("Company RSU Award") represents a contingent right to receive one share of the underlying Company Common Stock.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each Company RSU Award was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying the Company RSU Award.