Epstein Stuart J. 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA (TGNA) Director Stuart J. Epstein Sells Shares
What Happened Stuart J. Epstein, a director of TEGNA Inc., had two dispositions on 2026-03-19 that resulted in cash proceeds under the company’s merger with Nexstar. He disposed 65,221.502 shares at $22.00 for $1,434,873, and 9,142 RSU-based units (derivative) converted and paid at $22.00 for $201,124—totaling 74,363.502 shares and about $1,635,997. These were dispositions to the issuer (not open-market sales) as part of the Merger Agreement consideration.
Key Details
- Transaction date: 2026-03-19; price: $22.00 per share (both items)
- Total proceeds: $1,635,997 (approximately $1.64M)
- Transaction code: D (Disposition to issuer); one line listed as derivative (RSU conversion)
- Shares owned after transaction: not specified in the provided filing excerpt
- Filing: Report filed 2026-03-23 (timely filed within the Form 4 window)
- Notable footnotes: Per the Merger Agreement, each TEGNA share converted into the right to receive $22.00 in cash; time-based RSU awards were cancelled and converted into the same cash Merger Consideration.
Context These disposals arose from the Nexstar merger that converted TEGNA common stock and outstanding RSUs into $22 per share in cash at the effective time. Because the payments were merger consideration (issuer dispositions), they reflect the corporate transaction mechanics rather than an open-market sell decision by the director.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−65,221.502$1,434,873→ 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)
Footnotes (3)
- [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.