Cox Thomas R. 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA (TGNA) SVP Thomas R. Cox Sells $8.18M in Merger Payout
What Happened
- Thomas R. Cox, SVP and Chief Growth Officer of TEGNA Inc., reported multiple dispositions to the issuer on March 19, 2026 in connection with the Nexstar merger. The transactions converted various equity awards and/or shares into cash at $22.00 per share, totaling approximately $8,179,315.
- 141,881.021 shares disposed @ $22.00 = $3,121,382
- 11,354.243 shares disposed @ $22.00 = $249,793
- 88,563 shares (derivative) disposed @ $22.00 = $1,948,386
- 109,078.700 shares (derivative) disposed @ $22.00 = $2,399,731
- 20,910.121 shares (derivative) disposed @ $22.00 = $460,023
- These are dispositions (sales/conversions to cash) rather than open‑market purchases; in this case they arose from the Merger Agreement that paid $22.00 in cash per TEGNA share at the merger's effective time.
Key Details
- Transaction date: March 19, 2026; Report filed: March 23, 2026 (filed within the typical Section 16 reporting window).
- Price: $22.00 per share for all reported dispositions.
- Total proceeds reported: $8,179,315.
- Derivative items: three line items are marked as derivative — these reflect conversion/cash‑out of RSUs/PSUs/phantom units per the merger terms.
- Shares owned after transaction: not specified in the provided filing details.
- Footnotes: Per the Merger Agreement, at the effective time each share of TEGNA common stock was converted into the right to receive $22.00 in cash; pre‑merger RSU/PSU/phantom awards were cancelled and converted into the right to receive the Merger Consideration (footnotes F1–F7 in the filing).
Context
- These dispositions are merger‑related cash‑outs (conversion of stock and equity awards into cash) rather than discretionary open‑market sales; such transactions are routine when a company is acquired for cash and do not by themselves indicate an insider view on the combined company's future performance.
- Derivative entries mean previously granted restricted or phantom units were converted and paid in cash under the merger terms rather than exercised as options or sold on the market.
Insider Transaction Report
Form 4Exit
TEGNA INCTGNA
Cox Thomas R.
SVP and Chief Growth Officer
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−141,881.021$3,121,382→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−11,354.243$249,793→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Restricted Stock Units
[F2][F3]2026-03-19$22.00/sh−88,563$1,948,386→ 0 total→ Common Stock (88,563 underlying) - Disposition to Issuer
Performance Shares
[F4][F5]2026-03-19$22.00/sh−109,078.7$2,399,731→ 0 total→ Common Stock (109,078.7 underlying) - Disposition to Issuer
Phantom Share Units
[F6][F7]2026-03-19$22.00/sh−20,910.121$460,023→ 0 total→ Common Stock (20,910.121 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