Bianchini Gina L 4

What Happened
TEGNA director Gina L. Bianchini disposed of a total of 75,992.112 economic interests in TEGNA on 2026-03-19 at $22.00 per share, receiving aggregate cash consideration of $1,671,826. The filing shows three dispositions to the issuer: 51,032.112 common shares (cash = $1,122,706) and two derivative holdings (9,142 and 15,818 units) converted to cash ($201,124 and $347,996 respectively). These were dispositions to the issuer under the merger with Nexstar, not open-market sales.

Key Details

• Transaction date: 2026-03-19; price: $22.00 per share (Merger consideration).
• Line items: 51,032.112 shares ($1,122,706); 9,142 derivative units ($201,124); 15,818 derivative units ($347,996). Total ≈ 75,992.112 units for $1,671,826.
• The derivative entries represent RSUs and deferred/phantom share units converted into cash under the Merger Agreement (see footnotes).
• Filing date: 2026-03-23 (Form 4 accession 0001104659-26-033304). The filing does not indicate late reporting.
• Shares owned after the transaction are not specified in the Form 4; RSUs/phantom units were cancelled/converted at the Effective Time per the Merger Agreement.

Context
These dispositions were part of the Nexstar merger where each TEGNA share and share-based award was converted into $22.00 cash at the merger effective time. This is a corporate-transaction-driven conversion (cash-out) rather than a voluntary open-market sale by the insider; derivative entries reflect conversion/cancellation of RSUs and deferred/phantom share units into cash.