West Denmark 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA (TGNA) Director West Denmark Sells Shares in Merger Cash-Out
What Happened
West Denmark, a director of TEGNA Inc. (TGNA), had two dispositions on March 19, 2026 that resulted from the company’s merger: 8,230.83 common shares were surrendered to the issuer at $22.00 per share for $181,078, and 9,142 RSU-based derivative units were converted/disposed at $22.00 per unit for $201,124. The combined cash received was $382,202. These were dispositions tied to the merger (cash-out), not open-market sales.
Key Details
- Transaction date: 2026-03-19; Price: $22.00 per share/unit.
- Amounts: 8,230.83 common shares ($181,078) + 9,142 RSU-derived units ($201,124) = total $382,202.
- Transaction code: D (Disposition to issuer); one line was marked as Derivative (RSU conversion).
- Shares owned after the transaction: not specified in the provided filing excerpt.
- Filing date: 2026-03-23 — appears timely (filed on the second business day after the transaction).
- Footnotes: Per the Merger Agreement, at the effective time each TGNA share and each time‑based RSU was converted into the right to receive $22.00 cash (i.e., RSUs were cancelled and cashed out).
Context: These transactions were part of the company’s merger consideration (each share/RSU converted into $22 cash). That means the insider did not execute a market sale — the holdings were converted/surrendered as part of the transaction. This is a merger cash-out, not a voluntary open-market sale; it reflects contract terms of the Merger Agreement rather than a trading decision by the director.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−8,230.83$181,078→ 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.