Shapiro Neal 4

What Happened

• Neal Shapiro, a director of TEGNA Inc. (TGNA), had company common stock and equity awards converted into cash as part of the Nexstar merger. Three dispositions to the issuer on 2026-03-19 converted equity into the merger consideration of $22.00 per share.
• Transactions reported: 43,372.6 shares sold for $954,197; 15,873 derivative units (RSUs) converted for $349,206; and 98,885 derivative units (phantom/other) converted for $2,175,470. Total cash received: $3,478,873.

Key Details

• Transaction date: 2026-03-19; price: $22.00 per share for all items.
• Report filed: 2026-03-23 (covers the 3/19 conversions).
• Shares owned after transaction: Not specified in this filing.
• Transaction type: Disposition to issuer (D) — not an open-market sale; shares and awards were converted into cash under the merger agreement.
• Notable footnotes: Per the Merger Agreement, each share of common stock and each RSU and phantom share unit was converted into the right to receive $22.00 in cash (see footnotes F1–F5).

Context

• These transactions reflect the cash-out treatment of equity at the effective time of Nexstar’s merger with TEGNA, not an active decision to sell on the open market. Derivative entries represent cancellation/conversion of RSUs and deferred compensation (phantom) units into cash under the merger terms.