Shapiro Neal 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA Director Neal Shapiro Sells $3.48M in Shares
What Happened
- Neal Shapiro, a director of TEGNA Inc. (TGNA), had company common stock and equity awards converted into cash as part of the Nexstar merger. Three dispositions to the issuer on 2026-03-19 converted equity into the merger consideration of $22.00 per share.
- Transactions reported: 43,372.6 shares sold for $954,197; 15,873 derivative units (RSUs) converted for $349,206; and 98,885 derivative units (phantom/other) converted for $2,175,470. Total cash received: $3,478,873.
Key Details
- Transaction date: 2026-03-19; price: $22.00 per share for all items.
- Report filed: 2026-03-23 (covers the 3/19 conversions).
- Shares owned after transaction: Not specified in this filing.
- Transaction type: Disposition to issuer (D) — not an open-market sale; shares and awards were converted into cash under the merger agreement.
- Notable footnotes: Per the Merger Agreement, each share of common stock and each RSU and phantom share unit was converted into the right to receive $22.00 in cash (see footnotes F1–F5).
Context
- These transactions reflect the cash-out treatment of equity at the effective time of Nexstar’s merger with TEGNA, not an active decision to sell on the open market. Derivative entries represent cancellation/conversion of RSUs and deferred compensation (phantom) units into cash under the merger terms.
Insider Transaction Report
Form 4Exit
TEGNA INCTGNA
Shapiro Neal
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−43,372.6$954,197→ 0 total - Disposition to Issuer
Restricted Stock Units
[F2][F3]2026-03-19$22.00/sh−15,873$349,206→ 0 total→ Common Stock (15,873 underlying) - Disposition to Issuer
Phantom Share Units
[F4][F5]2026-03-19$22.00/sh−98,885$2,175,470→ 0 total→ Common Stock (98,885 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