Witmer Melinda 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA (TGNA) Director Melinda Witmer Sells Shares in Merger
What Happened
- Melinda Witmer, a director of TEGNA Inc., had company common shares and equity awards converted into cash as part of TEGNA’s merger with Nexstar. On 2026-03-19 she disposed of: 59,705.447 common shares for $22.00 each ($1,313,520), 9,142 RSU-equivalent shares for $22.00 each ($201,124), and 18,091 phantom-share-unit equivalents for $22.00 each ($398,002). Total cash received was $1,912,646.
- These were dispositions to the issuer under the Merger Agreement (each share or award converted into the right to receive $22.00 in cash). This is a corporate transaction (merger consideration), not an open-market sale.
Key Details
- Transaction date: 2026-03-19; filing date: 2026-03-23 (Form 4 filed timely).
- Price per share/award: $22.00; total proceeds: $1,912,646.
- Instruments: common stock (59,705.447 shares) and two types of derivative awards converted to cash (9,142 RSU units; 18,091 phantom share units).
- Footnotes: F1–F5 explain the Nexstar merger and that RSUs and deferred-compensation phantom units were cancelled and converted into the $22-per-share Merger Consideration.
- Shares owned after the transaction: not specified in the provided filing excerpts.
Context
- This filing reflects the automatic cash-out of stock and equity awards under the merger agreement, not a discretionary open-market sale by the director. Such merger-related dispositions are routine when a company is acquired for cash and do not necessarily signal the insider’s view on the company’s prospects.
Insider Transaction Report
Form 4Exit
TEGNA INCTGNA
Witmer Melinda
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−59,705.447$1,313,520→ 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−18,091$398,002→ 0 total→ Common Stock (18,091 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.
Signature
/s/ Marc S. Sher, attorney-in-fact|2026-03-23