Witmer Melinda 4

What Happened

• Melinda Witmer, a director of TEGNA Inc., had company common shares and equity awards converted into cash as part of TEGNA’s merger with Nexstar. On 2026-03-19 she disposed of: 59,705.447 common shares for $22.00 each ($1,313,520), 9,142 RSU-equivalent shares for $22.00 each ($201,124), and 18,091 phantom-share-unit equivalents for $22.00 each ($398,002). Total cash received was $1,912,646.
• These were dispositions to the issuer under the Merger Agreement (each share or award converted into the right to receive $22.00 in cash). This is a corporate transaction (merger consideration), not an open-market sale.

Key Details

• Transaction date: 2026-03-19; filing date: 2026-03-23 (Form 4 filed timely).
• Price per share/award: $22.00; total proceeds: $1,912,646.
• Instruments: common stock (59,705.447 shares) and two types of derivative awards converted to cash (9,142 RSU units; 18,091 phantom share units).
• Footnotes: F1–F5 explain the Nexstar merger and that RSUs and deferred-compensation phantom units were cancelled and converted into the $22-per-share Merger Consideration.
• Shares owned after the transaction: not specified in the provided filing excerpts.

Context

• This filing reflects the automatic cash-out of stock and equity awards under the merger agreement, not a discretionary open-market sale by the director. Such merger-related dispositions are routine when a company is acquired for cash and do not necessarily signal the insider’s view on the company’s prospects.