Epstein Stuart J. 4

What Happened Stuart J. Epstein, a director of TEGNA Inc., had two dispositions on 2026-03-19 that resulted in cash proceeds under the company’s merger with Nexstar. He disposed 65,221.502 shares at $22.00 for $1,434,873, and 9,142 RSU-based units (derivative) converted and paid at $22.00 for $201,124—totaling 74,363.502 shares and about $1,635,997. These were dispositions to the issuer (not open-market sales) as part of the Merger Agreement consideration.

Key Details

• Transaction date: 2026-03-19; price: $22.00 per share (both items)
• Total proceeds: $1,635,997 (approximately $1.64M)
• Transaction code: D (Disposition to issuer); one line listed as derivative (RSU conversion)
• Shares owned after transaction: not specified in the provided filing excerpt
• Filing: Report filed 2026-03-23 (timely filed within the Form 4 window)
• Notable footnotes: Per the Merger Agreement, each TEGNA share converted into the right to receive $22.00 in cash; time-based RSU awards were cancelled and converted into the same cash Merger Consideration.

Context These disposals arose from the Nexstar merger that converted TEGNA common stock and outstanding RSUs into $22 per share in cash at the effective time. Because the payments were merger consideration (issuer dispositions), they reflect the corporate transaction mechanics rather than an open-market sell decision by the director.