McGee Henry Wadsworth III 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA (TGNA) Director Henry W. McGee Sells 100,309 Shares for $2.21M
What Happened
Director Henry W. McGee (McGee Henry Wadsworth III) had two dispositions to the issuer on Mar 19, 2026 that together totaled 100,309 derivative units. The filings show: 13,678 units at $22.00 each for $300,916 and 86,631 units at $22.00 each for $1,905,882 — total proceeds of $2,206,798. These were derivative awards (restricted stock units and phantom share units) converted/cancelled for merger consideration, not an open-market sale.
Key Details
- Transaction date: 2026-03-19; Form 4 filed: 2026-03-23 (timely within the 2-business-day requirement).
- Prices and amounts: 13,678 units @ $22.00 = $300,916; 86,631 units @ $22.00 = $1,905,882; total 100,309 units = $2,206,798.
- Security type: Derivative awards (Company RSU Awards and Company Phantom Share Unit Awards converted into merger consideration).
- Transaction code: D (disposition to the issuer — cancellation/settlement).
- Shares owned after transaction: Not specified in this filing.
- Relevant footnotes: F1–F4 state that time-based RSUs and phantom share units represented rights to receive shares, and per the Merger Agreement were converted at the Effective Time into the right to receive the Merger Consideration (cash at $22.00 per share as reflected).
Context
These transactions reflect merger-related settlement of equity awards (derivative conversions/cancellations) rather than an insider selling shares on the open market. Such conversions are routine when awards are cashed out as part of a merger and do not necessarily signal the insider’s view on the company’s stock.
Insider Transaction Report
- Disposition to Issuer
Restricted Stock Units
[F1][F2]2026-03-19$22.00/sh−13,678$300,916→ 0 total→ Common Stock (13,678 underlying) - Disposition to Issuer
Phantom Share Units
[F3][F4]2026-03-19$22.00/sh−86,631$1,905,882→ 0 total→ Common Stock (86,631 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.