McCune Scott K 4
4 · TEGNA INC · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
TEGNA Director Scott McCune Sells $2.73M in Merger Cash-Out
What Happened Scott K. McCune, a director of TEGNA Inc. (TGNA), disposed of company common stock and related equity awards in connection with the company’s merger with Nexstar. On 2026-03-19 he received cash consideration of $22.00 per share for: 91,216.502 common shares ($2,006,763); 26,108 restricted stock units converted to cash ($574,376); and 6,869 phantom/phantom-share units converted to cash ($151,118). Total proceeds reported: $2,732,257. This was a cash disposition resulting from the merger (not an open-market sale).
Key Details
- Transaction date: 2026-03-19; price per share: $22.00.
- Breakdown: 91,216.502 shares → $2,006,763; 26,108 RSU-equivalents → $574,376; 6,869 phantom-unit equivalents → $151,118. Total = $2,732,257.
- Transaction code: D (Disposition to the issuer). Two entries marked as derivative-based dispositions (RSUs and phantom share units).
- Shares owned after transaction: Not disclosed in this Form 4 filing.
- Footnotes: Transactions occurred pursuant to the Merger Agreement with Nexstar—each common share and applicable RSU/phantom unit was converted into the right to receive $22.00 in cash at the merger’s effective time (see F1–F5).
- Filing timeliness: Form 4 was filed 2026-03-23 for the 2026-03-19 transaction; this filing date is consistent with the SEC two-business-day reporting requirement and is not late.
Context These dispositions reflect the contractual cash-out of equity and equity-based awards under the Nexstar merger (i.e., awards were cancelled/converted into cash consideration), not a voluntary open-market sale or exercise signaling a trading decision. For retail investors, merger-related cash conversions are routine corporate-close transactions and do not necessarily indicate the insider’s ongoing view of the company’s prospects.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-03-19$22.00/sh−91,216.502$2,006,763→ 0 total - Disposition to Issuer
Restricted Stock Units
[F2][F3]2026-03-19$22.00/sh−26,108$574,376→ 0 total→ Common Stock (26,108 underlying) - Disposition to Issuer
Phantom Share Units
[F4][F5]2026-03-19$22.00/sh−6,869$151,118→ 0 total→ Common Stock (6,869 underlying)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of August 18, 2025 (the "Merger Agreement), by and among TEGNA Inc., a Delaware corporation (the "Company"), Nexstar Media Group, Inc., a Delaware corporation ("Nexstar"), and Teton Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Nexstar ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Nexstar. At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock, par value $1.00 per share ("Company Common Stock"), was converted into the right to receive $22.00 in cash, without interest (the "Merger Consideration").
- [F2]Each time-based restricted stock unit award in respect of shares of Company Common Stock ("Company RSU Award") represents a contingent right to receive one share of the underlying Company Common Stock.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each Company RSU Award was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying the Company RSU Award.
- [F4]Each hypothetical investment in Company Common Stock under each of the (i) TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, as amended and (ii) TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals, as amended, with a value equal to the value of a share of Company Common Stock ("Company Phantom Share Unit Award") represents a contingent right to receive one share of the underlying Company Common Stock.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each Company Phantom Share Unit Award was converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such Company Phantom Share Unit Award.