---
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"
generated_at: "2026-05-15T09:32:26.088023+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Nexstar completes acquisition of TEGNA for $22.00 per share in cash; TEGNA stock to be delisted

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-26-032772
- form_type: 8-K
- cik: 0000039899
- company_name: TEGNA INC
- filed_at: 2026-03-20T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-032772
- JSON: https://secwatch.observer/filing/0001104659-26-032772.json
- Plain text: https://secwatch.observer/filing/0001104659-26-032772.txt

## 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_url: https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/39899/000110465926032772/0001104659-26-032772-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.