ELIAS HOWARD D 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA (TGNA) Director Howard D. Elias Sells Shares
What Happened
- Howard D. Elias, a director of TEGNA Inc. (TGNA), had company shares and equity awards converted into cash as part of the Nexstar merger. On 2026-03-19 he disposed of 20,725.6 common shares for $22.00 each ($455,963) and had two derivative holdings converted/disposed: 14,623 units for $321,706 and 116,420 units for $2,561,240 — total cash received ≈ $3,338,909. The transactions are recorded as “Disposition to the issuer (D)” reflecting the merger consideration rather than an open-market sale.
Key Details
- Transaction date(s): 2026-03-19; Price per share/unit: $22.00
- Breakdown: 20,725.6 common shares → $455,963; 14,623 derivative units → $321,706; 116,420 derivative units → $2,561,240; Total ≈ $3,338,909
- Filing date: 2026-03-23; filing appears timely (filed within two business days of the 3/19 transaction)
- Shares owned after transaction: not specified in this Form 4; note that at the Merger Effective Time company common stock and related awards were converted into cash
- Notable footnotes: Transactions reflect the Agreement and Plan of Merger (dated Aug 18, 2025) under which each common share, RSU award and phantom share unit was cancelled/converted into the $22.00-per-share merger consideration
Context
- These dispositions are merger-related conversions (cash-out of shares and equity awards) rather than voluntary open-market sales. Per the filing footnotes, time‑based RSUs and deferred/phantom share units were converted into the cash merger consideration at closing. Such merger conversions are routine outcomes of an acquisition and do not on their own indicate management trading sentiment.
Insider Transaction Report
Form 4Exit
TEGNA INCTGNA
ELIAS HOWARD D
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−20,725.6$455,963→ 0 total - Disposition to Issuer
Restricted Stock Units
[F2][F3]2026-03-19$22.00/sh−14,623$321,706→ 0 total→ Common Stock (14,623 underlying) - Disposition to Issuer
Phantom Share Units
[F4][F5]2026-03-19$22.00/sh−116,420$2,561,240→ 0 total→ Common Stock (116,420 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 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.
- [F4]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.
- [F5]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