Bianchini Gina L 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA Director Gina Bianchini Sells $1.67M in Shares
What Happened
TEGNA director Gina L. Bianchini disposed of a total of 75,992.112 economic interests in TEGNA on 2026-03-19 at $22.00 per share, receiving aggregate cash consideration of $1,671,826. The filing shows three dispositions to the issuer: 51,032.112 common shares (cash = $1,122,706) and two derivative holdings (9,142 and 15,818 units) converted to cash ($201,124 and $347,996 respectively). These were dispositions to the issuer under the merger with Nexstar, not open-market sales.
Key Details
- Transaction date: 2026-03-19; price: $22.00 per share (Merger consideration).
- Line items: 51,032.112 shares ($1,122,706); 9,142 derivative units ($201,124); 15,818 derivative units ($347,996). Total ≈ 75,992.112 units for $1,671,826.
- The derivative entries represent RSUs and deferred/phantom share units converted into cash under the Merger Agreement (see footnotes).
- Filing date: 2026-03-23 (Form 4 accession 0001104659-26-033304). The filing does not indicate late reporting.
- Shares owned after the transaction are not specified in the Form 4; RSUs/phantom units were cancelled/converted at the Effective Time per the Merger Agreement.
Context
These dispositions were part of the Nexstar merger where each TEGNA share and share-based award was converted into $22.00 cash at the merger effective time. This is a corporate-transaction-driven conversion (cash-out) rather than a voluntary open-market sale by the insider; derivative entries reflect conversion/cancellation of RSUs and deferred/phantom share units into cash.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−51,032.112$1,122,706→ 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) - Disposition to Issuer
Phantom Share Units
[F4][F5]2026-03-19$22.00/sh−15,818$347,996→ 0 total→ Common Stock (15,818 underlying)
Footnotes (5)
- [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.
- [F4]Each hypothetical investment in Company Common Stock under each of the (i) TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, as amended and (ii) TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals, as amended, with a value equal to the value of a share of Company Common Stock ("Company Phantom Share Unit Award") represents a contingent right to receive one share of the underlying Company Common Stock.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each Company Phantom Share Unit Award was converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such Company Phantom Share Unit Award.