Tolston Alex J 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA (TGNA) SVP Alex J. Tolston Sells Shares in $22/Share Merger
What Happened Alex J. Tolston, SVP and Chief Legal Officer of TEGNA Inc. (TGNA), had four dispositions to the issuer on March 19, 2026 tied to the Nexstar merger. The filings show dispositions totaling ~157,325.57 shares at $22.00 per share, for aggregate proceeds of approximately $3,461,163. The transactions include both direct shares and derivative awards converted to cash (two of the dispositions are listed as derivative awards).
Key Details
- Transaction date and price: March 19, 2026; $22.00 per share.
- Disposition breakdown:
- 35,486.21 shares — $780,697 (direct)
- 823.362 shares — $18,114 (direct)
- 72,748 shares — $1,600,456 (derivative)
- 48,268 shares — $1,061,896 (derivative)
- Total disposed: ~157,325.57 shares for ~$3.46M.
- Shares owned after transaction: not specified in the filing.
- Transaction code: D (disposition to issuer — cash-out to company/acquirer).
- Filing timeliness: Report filed March 23, 2026 for a March 19 transaction (filed within the standard two business days after the transaction).
Context Per the Merger Agreement (effective with Nexstar’s acquisition), each TEGNA common share and vested RSU/PSU was converted into the right to receive $22.00 in cash. The derivative entries reflect cancelled RSU/PSU awards converted into merger consideration. These were not open-market sales but the routine cash settlements required by the merger agreement, which are generally procedural outcomes of an acquisition rather than standalone insider trading signals.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−35,486.21$780,697→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−823.362$18,114→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Restricted Stock Units
[F2][F3]2026-03-19$22.00/sh−72,748$1,600,456→ 0 total→ Common Stock (72,748 underlying) - Disposition to Issuer
Performance Shares
[F4][F5]2026-03-19$22.00/sh−48,268$1,061,896→ 0 total→ Common Stock (48,268 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.