Heskett Julie 4

What Happened

• Julie Heskett, Senior Vice President and Chief Financial Officer of TEGNA Inc., disposed of company stock and converted equity awards in connection with the March 19, 2026 Nexstar merger. The filing shows five dispositions (conversion to issuer) totaling ~313,258 shares at $22.00 per share, for aggregate proceeds of $6,891,676.
• Breakdown by line item: 117,227.774 shares for $2,579,011; 10,590.271 shares for $232,986; 75,911 shares (derivative) for $1,670,042; 100,823.5 shares (derivative) for $2,218,117; and 8,705.447 shares (derivative) for $191,520. These were dispositions to the issuer under the merger consideration (cash-out).

Key Details

• Transaction date: March 19, 2026; price: $22.00 per share; total value: $6,891,676.
• Nature of transactions: Dispositions to the issuer (not open-market sales) as each share/equivalent was converted into the $22 merger consideration.
• Types of instruments converted: common shares and derivative awards (time-based RSUs, performance-based PSUs, and phantom share units) were cancelled/converted into cash per the merger agreement (see footnotes F1–F7).
• Shares owned after the transaction: not specified in the provided filing.
• Filing timeliness: Form 4 was filed March 23, 2026 for a March 19 transaction; this appears to meet the SEC two-business-day Form 4 filing requirement.

Context

• These were contractual cash conversions under the Merger Agreement (each share/equivalent paid $22.00 in cash at the effective time), so the transactions are merger-related dispositions rather than voluntary open-market sales by the insider.
• For retail investors: merger cash-outs reflect deal terms and not necessarily the insider’s view on the company’s future stock performance.