ELIAS HOWARD D 4

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.