Heskett Julie 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA (TGNA) CFO Julie Heskett Sells Shares in Nexstar Merger
What Happened
- Julie Heskett, Senior Vice President and Chief Financial Officer of TEGNA Inc., disposed of company stock and converted equity awards in connection with the March 19, 2026 Nexstar merger. The filing shows five dispositions (conversion to issuer) totaling ~313,258 shares at $22.00 per share, for aggregate proceeds of $6,891,676.
- Breakdown by line item: 117,227.774 shares for $2,579,011; 10,590.271 shares for $232,986; 75,911 shares (derivative) for $1,670,042; 100,823.5 shares (derivative) for $2,218,117; and 8,705.447 shares (derivative) for $191,520. These were dispositions to the issuer under the merger consideration (cash-out).
Key Details
- Transaction date: March 19, 2026; price: $22.00 per share; total value: $6,891,676.
- Nature of transactions: Dispositions to the issuer (not open-market sales) as each share/equivalent was converted into the $22 merger consideration.
- Types of instruments converted: common shares and derivative awards (time-based RSUs, performance-based PSUs, and phantom share units) were cancelled/converted into cash per the merger agreement (see footnotes F1–F7).
- Shares owned after the transaction: not specified in the provided filing.
- Filing timeliness: Form 4 was filed March 23, 2026 for a March 19 transaction; this appears to meet the SEC two-business-day Form 4 filing requirement.
Context
- These were contractual cash conversions under the Merger Agreement (each share/equivalent paid $22.00 in cash at the effective time), so the transactions are merger-related dispositions rather than voluntary open-market sales by the insider.
- For retail investors: merger cash-outs reflect deal terms and not necessarily the insider’s view on the company’s future stock performance.
Insider Transaction Report
Form 4Exit
TEGNA INCTGNA
Heskett Julie
SVP and CFO
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−117,227.774$2,579,011→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−10,590.271$232,986→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Restricted Stock Units
[F2][F3]2026-03-19$22.00/sh−75,911$1,670,042→ 0 total→ Common Stock (75,911 underlying) - Disposition to Issuer
Performance Shares
[F4][F5]2026-03-19$22.00/sh−100,823.5$2,218,117→ 0 total→ Common Stock (100,823.5 underlying) - Disposition to Issuer
Phantom Share Units
[F6][F7]2026-03-19$22.00/sh−8,705.447$191,520→ 0 total→ Common Stock (8,705.447 underlying)
Footnotes (7)
- [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 held by the reporting person that was granted before August 18, 2025 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. Each Company RSU Award granted on or after August 18, 2025 held by the reporting person and outstanding immediately prior to the Effective Time was converted into a time-based restricted stock unit award in respect of a number of shares of Nexstar common stock calculated based on the value of the Merger Consideration and Nexstar's stock price, subject to the same terms and conditions as applied to the Company RSU Award as of immediately prior to the Effective Time.
- [F4]Each performance-based restricted stock unit or performance share award in respect of shares of Company Common Stock ("Company PSU Award") represents a contingent right to receive a certain number of shares of the underlying Company Common Stock.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each Company PSU 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 PSU Award, with the number of shares of Company Common Stock subject to each Company PSU Award determined in accordance with the applicable award agreement.
- [F6]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.
- [F7]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.
Signature
/s/ Marc S. Sher, attorney-in-fact|2026-03-23