McCune Scott K 4

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.