{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-032772","form_type":"8-K","ticker":null,"cik":"0000039899","company_name":"TEGNA INC","filed_at":"2026-03-20T23:59:59+00:00","discovered_at":"2026-05-14T18:02:37.404040+00:00","generated_at":"2026-05-15T09:32:26.088023+00:00","sec_items":["1.01","2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Nexstar completes acquisition of TEGNA for $22.00 per share in cash; TEGNA stock to be delisted","bullets":["Acquisition closed March 19, 2026; each TEGNA share converted to $22.00 cash without interest.","TEGNA notified NYSE to suspend trading and file Form 25 to delist and deregister common stock.","All TEGNA directors (including Howard Elias, Mike Steib) resigned; replaced by Perry Sook, Lee Ann Gliha, Rachel Morgan.","Officers Mike Steib, Julie Heskett, Tom Cox, Alex Tolston resigned; Perry Sook, Lee Ann Gliha, Rachel Morgan named officers.","Indenture for 5.000% Senior Notes due 2029 amended via Sixteenth Supplemental Indenture effective upon Tender Offer settlement."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-032772","json":"https://secwatch.observer/filing/0001104659-26-032772.json","markdown":"https://secwatch.observer/filing/0001104659-26-032772.md","text":"https://secwatch.observer/filing/0001104659-26-032772.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/tm269445d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T09:32:26.088023+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9a912639c62075b0f9c238b46728186c051ac986","claim":"TEGNA INC: Amended and restated the Bylaws as the Amended and Restated Bylaws at the effective time of the merger.","evidence_excerpt":"the Company’s Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in its entirety as the Amended and Restated Bylaws of the Company (the “Bylaws”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm","confidence":0.9},{"claim_id":"9c48d50c7f222a258205582862b1e263a20f5e42","claim":"TEGNA INC: Amended and restated the Fifth Restated Certificate of Incorporation into the Sixth Amended and Restated Certificate of Incorporation at the effective time of the merger.","evidence_excerpt":"the Company’s Fifth Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Sixth Amended and Restated Certificate of Incorporation of the Company (the “Charter”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm","confidence":0.9},{"claim_id":"dc5ac5e444e5e606e11873ab344879af136978f6","claim":"TEGNA INC underwent a change of control involving Nexstar Media Group, Inc. for Merger Sub merged with and into TEGNA, with TEGNA continuing as the surviving corporation and a wholly owned subsidiary of Nexstar Media Inc. (closed 2026-03-19).","evidence_excerpt":"On March 19, 2026 (the \"Closing Date\"), TEGNA Inc. (\"TEGNA\" or the \"Company\"), Nexstar Media Group, Inc., a Delaware corporation (\"Nexstar\") and Teton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nexstar (\"Merger Sub\"), completed the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of August 18, 2025 (the \"Merger Agreement\"), by and among the Company, Nexstar and Teton Merger Sub.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm","confidence":0.99},{"claim_id":"f099c86375af72747657721ee55aa41a616d1ab0","claim":"TEGNA INC amended Sixteenth Supplemental Indenture with U.S. Bank Trust Company, National Association (effective 2026-03-19).","evidence_excerpt":"the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as the trustee for the Notes, entered into a Sixteenth Supplemental Indenture with respect to the Notes, dated as of March 19, 2026 (the \"Sixteenth Supplemental Indenture\"), amending and supplementing the applicable Indenture governing the Notes.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction, material_agreement","same SEC item: 1.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"the Company’s Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in its entirety as the Amended and Restated Bylaws of the Company (the “Bylaws”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm","comparable_excerpt":"In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On March 19, 2026 (the \"Closing Date\"), TEGNA Inc. (\"TEGNA\" or the \"Company\"), Nexstar Media Group, Inc., a Delaware corporation (\"Nexstar\") and Teton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nexstar (\"Merger Sub\"), completed the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of August 18, 2025 (the \"Merger Agreement\"), by and among the Company, Nexstar and Teton Merger Sub.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On March 19, 2026 (the \"Closing Date\"), TEGNA Inc. (\"TEGNA\" or the \"Company\"), Nexstar Media Group, Inc., a Delaware corporation (\"Nexstar\") and Teton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nexstar (\"Merger Sub\"), completed the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of August 18, 2025 (the \"Merger Agreement\"), by and among the Company, Nexstar and Teton Merger Sub.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On March 19, 2026 (the \"Closing Date\"), TEGNA Inc. (\"TEGNA\" or the \"Company\"), Nexstar Media Group, Inc., a Delaware corporation (\"Nexstar\") and Teton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nexstar (\"Merger Sub\"), completed the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of August 18, 2025 (the \"Merger Agreement\"), by and among the Company, Nexstar and Teton Merger Sub.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 3.01, 3.03, 5.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On March 19, 2026 (the \"Closing Date\"), TEGNA Inc. (\"TEGNA\" or the \"Company\"), Nexstar Media Group, Inc., a Delaware corporation (\"Nexstar\") and Teton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nexstar (\"Merger Sub\"), completed the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of August 18, 2025 (the \"Merger Agreement\"), by and among the Company, Nexstar and Teton Merger Sub.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm","comparable_excerpt":"On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001193125-26-215652","ticker":"EEX","company_name":"Emerald Holding, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex","event_type":"m_and_a","sec_items":["1.01","5.07","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215652","json":"https://secwatch.observer/filing/0001193125-26-215652.json","markdown":"https://secwatch.observer/filing/0001193125-26-215652.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/d22741d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as the trustee for the Notes, entered into a Sixteenth Supplemental Indenture with respect to the Notes, dated as of March 19, 2026 (the \"Sixteenth Supplemental Indenture\"), amending and supplementing the applicable Indenture governing the Notes.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm","comparable_excerpt":"On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm"}},{"accession":"0001104659-26-057533","ticker":"TWO","company_name":"TWO HARBORS INVESTMENT CORP.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057533","json":"https://secwatch.observer/filing/0001104659-26-057533.json","markdown":"https://secwatch.observer/filing/0001104659-26-057533.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/tm2612985d12_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as the trustee for the Notes, entered into a Sixteenth Supplemental Indenture with respect to the Notes, dated as of March 19, 2026 (the \"Sixteenth Supplemental Indenture\"), amending and supplementing the applicable Indenture governing the Notes.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm","comparable_excerpt":"On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On March 19, 2026 (the \"Closing Date\"), TEGNA Inc. (\"TEGNA\" or the \"Company\"), Nexstar Media Group, Inc., a Delaware corporation (\"Nexstar\") and Teton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nexstar (\"Merger Sub\"), completed the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of August 18, 2025 (the \"Merger Agreement\"), by and among the Company, Nexstar and Teton Merger Sub.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}