Steib Michael F 4

What Happened

• Michael F. Steib, President and CEO of TEGNA Inc., recorded dispositions on 2026-03-19 where company common shares and equity awards were converted into cash at $22.00 per share under the Nexstar merger.
• Reported dispositions:
  • 192,392.02 shares @ $22.00 = $4,232,624
  • 737.619 shares @ $22.00 = $16,228
  • 354,252 shares (derivative award) @ $22.00 = $7,793,544
  • 481,603.6 shares (derivative award) @ $22.00 = $10,595,279
• Total proceeds from these dispositions ≈ $22.64 million. These were dispositions to the issuer under the Merger Agreement (i.e., cash-out), not open-market sales.

Key Details

• Transaction date: March 19, 2026; filing date: March 23, 2026.
• Price per share: $22.00 (merger consideration); total ≈ $22.64M.
• Transaction code: D (disposition to issuer).
• Shares owned after the transaction: not specified in the provided Form 4 summary.
• Relevant footnotes: Under the Merger Agreement, each share of TEGNA common stock and each pre-merger RSU/PSU award was converted into the right to receive $22.00 in cash. Time-based RSUs granted on/after Aug 18, 2025 were converted into Nexstar RSUs per the agreement.
• Filing timeliness: filed March 23 for the March 19 transaction — reported on the Form 4 filing (no late-filing flag noted in the provided data).

Context

• These dispositions reflect the contractual cash-out of stock and equity awards at the effective time of TEGNA’s merger into Nexstar, not discretionary open-market selling by the insider. Two of the reported entries are derivative awards (RSUs/PSUs) that were cancelled/converted into cash under the merger terms.
• Such merger-driven conversions are routine outcomes of acquisitions and should not be read as a buy/sell signal about the company’s future performance.