Steib Michael F 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA (TGNA) CEO Michael F. Steib Sells Shares in Merger
What Happened
- Michael F. Steib, President and CEO of TEGNA Inc., recorded dispositions on 2026-03-19 where company common shares and equity awards were converted into cash at $22.00 per share under the Nexstar merger.
- Reported dispositions:
- 192,392.02 shares @ $22.00 = $4,232,624
- 737.619 shares @ $22.00 = $16,228
- 354,252 shares (derivative award) @ $22.00 = $7,793,544
- 481,603.6 shares (derivative award) @ $22.00 = $10,595,279
- Total proceeds from these dispositions ≈ $22.64 million. These were dispositions to the issuer under the Merger Agreement (i.e., cash-out), not open-market sales.
Key Details
- Transaction date: March 19, 2026; filing date: March 23, 2026.
- Price per share: $22.00 (merger consideration); total ≈ $22.64M.
- Transaction code: D (disposition to issuer).
- Shares owned after the transaction: not specified in the provided Form 4 summary.
- Relevant footnotes: Under the Merger Agreement, each share of TEGNA common stock and each pre-merger RSU/PSU award was converted into the right to receive $22.00 in cash. Time-based RSUs granted on/after Aug 18, 2025 were converted into Nexstar RSUs per the agreement.
- Filing timeliness: filed March 23 for the March 19 transaction — reported on the Form 4 filing (no late-filing flag noted in the provided data).
Context
- These dispositions reflect the contractual cash-out of stock and equity awards at the effective time of TEGNA’s merger into Nexstar, not discretionary open-market selling by the insider. Two of the reported entries are derivative awards (RSUs/PSUs) that were cancelled/converted into cash under the merger terms.
- Such merger-driven conversions are routine outcomes of acquisitions and should not be read as a buy/sell signal about the company’s future performance.
Insider Transaction Report
Form 4Exit
TEGNA INCTGNA
Steib Michael F
President and CEO
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−192,392.02$4,232,624→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−737.619$16,228→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Restricted Stock Units
[F2][F3]2026-03-19$22.00/sh−354,252$7,793,544→ 0 total→ Common Stock (354,252 underlying) - Disposition to Issuer
Performance Shares
[F4][F5]2026-03-19$22.00/sh−481,603.6$10,595,279→ 0 total→ Common Stock (481,603.6 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 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.
Signature
/s/ Marc S. Sher, attorney-in-fact|2026-03-23