Cox Thomas R. 4

What Happened

• Thomas R. Cox, SVP and Chief Growth Officer of TEGNA Inc., reported multiple dispositions to the issuer on March 19, 2026 in connection with the Nexstar merger. The transactions converted various equity awards and/or shares into cash at $22.00 per share, totaling approximately $8,179,315.
  • 141,881.021 shares disposed @ $22.00 = $3,121,382
  • 11,354.243 shares disposed @ $22.00 = $249,793
  • 88,563 shares (derivative) disposed @ $22.00 = $1,948,386
  • 109,078.700 shares (derivative) disposed @ $22.00 = $2,399,731
  • 20,910.121 shares (derivative) disposed @ $22.00 = $460,023
• These are dispositions (sales/conversions to cash) rather than open‑market purchases; in this case they arose from the Merger Agreement that paid $22.00 in cash per TEGNA share at the merger's effective time.

Key Details

• Transaction date: March 19, 2026; Report filed: March 23, 2026 (filed within the typical Section 16 reporting window).
• Price: $22.00 per share for all reported dispositions.
• Total proceeds reported: $8,179,315.
• Derivative items: three line items are marked as derivative — these reflect conversion/cash‑out of RSUs/PSUs/phantom units per the merger terms.
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes: Per the Merger Agreement, at the effective time each share of TEGNA common stock was converted into the right to receive $22.00 in cash; pre‑merger RSU/PSU/phantom awards were cancelled and converted into the right to receive the Merger Consideration (footnotes F1–F7 in the filing).

Context

• These dispositions are merger‑related cash‑outs (conversion of stock and equity awards into cash) rather than discretionary open‑market sales; such transactions are routine when a company is acquired for cash and do not by themselves indicate an insider view on the combined company's future performance.
• Derivative entries mean previously granted restricted or phantom units were converted and paid in cash under the merger terms rather than exercised as options or sold on the market.