McClelland Clifton A. III 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA (TGNA) SVP Clifton A. McClelland III Sells Shares
What Happened Clifton A. McClelland III, Senior Vice President, Controller and Principal Accounting Officer of TEGNA Inc., had rights to and/or shares converted into cash under the Nexstar merger and received $22.00 per share. On March 19, 2026 he had dispositions to the issuer totaling 174,296.273 shares (combination of stock and derivative awards) for aggregate proceeds of $3,834,518. Transactions listed on the Form 4 were dispositions to the issuer (code D) as part of the merger consideration.
Key Details
- Transaction date: March 19, 2026; cash price: $22.00 per share.
- Line-item disposals reported:
- 85,882.517 shares — $1,889,415
- 9,530.311 shares — $209,667
- 44,729 shares (derivative) — $984,038
- 24,549.9 shares (derivative) — $540,098
- 9,604.545 shares (derivative) — $211,300
- Total shares cashed out: 174,296.273; total proceeds: $3,834,518.
- Footnotes: RSU, PSU and phantom share-unit awards were cancelled or converted into the $22-per-share merger consideration under the Merger Agreement with Nexstar (see filing footnotes).
- Transaction type: Disposition to issuer (merger cash-out), not an open-market sale; filing dated March 23, 2026 (covering Mar 19 transaction) — filed within the Form 4 reporting window (timely).
- Shares owned after the transaction: not specified in the supplied filing details.
Context These disposals were payments of merger consideration (convert-and-cash-out of restricted and phantom awards) pursuant to the August 18, 2025 Merger Agreement with Nexstar, rather than routine open-market sales. Such merger-related cash-outs are administrative outcomes of the deal and do not necessarily signal the insider’s private view on the security. Purchases typically carry more weight as bullish signals; this filing mainly records conversion of equity awards into the agreed $22 cash per share.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−85,882.517$1,889,415→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−9,530.311$209,667→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Restricted Stock Units
[F2][F3]2026-03-19$22.00/sh−44,729$984,038→ 0 total→ Common Stock (44,729 underlying) - Disposition to Issuer
Performance Shares
[F4][F5]2026-03-19$22.00/sh−24,549.9$540,098→ 0 total→ Common Stock (24,549.9 underlying) - Disposition to Issuer
Phantom Share Units
[F6][F7]2026-03-19$22.00/sh−9,604.545$211,300→ 0 total→ Common Stock (9,604.545 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.