TEGNA Inc. Files 8-K: Material Agreements, Officer Changes

TL;DR

TEGNA's 8-K drops: new deals, exec shake-ups, and financial updates.

AI Summary

TEGNA INC. announced on August 18, 2025, a material definitive agreement, the departure of directors or certain officers, and the election/appointment of new directors and officers. The company also disclosed compensatory arrangements for certain officers and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions, including potential new agreements and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — Material definitive agreements and changes in directors/officers can signal significant strategic shifts or internal adjustments that carry inherent business risks.

Key Players & Entities

• TEGNA INC. (company) — Registrant
• August 18, 2025 (date) — Earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1-6961 (other) — Commission File Number
• 16-0442930 (other) — I.R.S. Employer Identification No.
• 8350 Broad Street, Suite 2000, Tysons, Virginia (address) — Business address

FAQ

Key Financial Figures

• $1.00 — t each share of common stock, par value $1.00 per share, of the Company (the "Common
• $22.00 — be converted into the right to receive $22.00 per share of Common Stock in cash, with
• $120,000,000 — red to pay Nexstar a termination fee of $120,000,000. Upon termination of the Merger Agreeme
• $125,000,000 — to pay the Company a termination fee of $125,000,000. The Merger Agreement also provides th
• $30,000,000 — e Merger Agreement, subject to a cap of $30,000,000, if the Merger Agreement is terminated
• $6,000,000 — n the following amounts: Michael Steib: $6,000,000; Julie Heskett: $2,000,000; Thomas Cox:
• $2,000,000 — chael Steib: $6,000,000; Julie Heskett: $2,000,000; Thomas Cox: $2,500,000; and Alex Tolst
• $2,500,000 — Julie Heskett: $2,000,000; Thomas Cox: $2,500,000; and Alex Tolston: $2,500,000. The rete

Filing Documents

• tm2523793d1_8k.htm (8-K) — 66KB
• tm2523793d1_ex2-1.htm (EX-2.1) — 564KB
• tm2523793d1_ex99-1.htm (EX-99.1) — 116KB
• image_001.jpg (GRAPHIC) — 5KB
• 0001104659-25-080002.txt ( ) — 1072KB
• tgna-20250818.xsd (EX-101.SCH) — 3KB
• tgna-20250818_lab.xml (EX-101.LAB) — 33KB
• tgna-20250818_pre.xml (EX-101.PRE) — 22KB
• tm2523793d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On August 18, 2025, TEGNA Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Nexstar Media Group, Inc., a Delaware corporation ("Nexstar"), and Teton Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nova ("Merger Sub"). Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto. The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Nexstar. The Merger Agreement provides that each share of common stock, par value $1.00 per share, of the Company (the "Common Stock") outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than (i) shares of Common Stock owned by Nexstar or owned or held in treasury by the Company (ii) shares of Common Stock owned or held by any wholly owned subsidiary of the Company and (iii) shares of Common Stock held by holders of such shares who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the Delaware General Corporation Law, as amended, with respect to such shares) will at the Effective Time automatically be converted into the right to receive $22.00 per share of Common Stock in cash, without interest (the "Merger Consideration"). Pursuant to the Merger Agreement, each (i) time-based restricted stock unit award in respect of shares of Common Stock (a "Company RSU Award") and (ii) performance-based restricted stock unit or performance share award in respect of shares of Common Stock (a "Company PSU Award"), in

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Company's entry into the Merger Agreement, on August 18, 2025, the Company entered into retention agreements with certain of its named executive officers providing for retention awards in the following amounts: Michael Steib: $6,000,000; Julie Heskett: $2,000,000; Thomas Cox: $2,500,000; and Alex Tolston: $2,500,000. The retention awards will vest 50% upon the closing of the Merger and 50% upon August 18, 2027 (or 100% upon August 18, 2027 if the Merger has not closed by such time), with vesting accelerated upon certain qualifying terminations of employment.

01. Regulation FD

Item 7.01. Regulation FD Disclosure. On August 19, 2025, the Company and Nexstar issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference herein. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration such filing. Cautionary Statement Regarding Forward-Looking This communication includes forward-looking Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs, projections and estimates expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, those discussed under "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, and the following: (1) the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction, (2) risks related to the satisfaction of the conditions to closing the proposed transaction (includin

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of August 18, 2025, by and among TEGNA Inc., Nexstar and Teton Merger Sub.* 99.1 Press Release, dated as of August 19, 2025.** 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the U.S. Securities and Exchange Commission upon request provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished. ** Furnished, not filed. -7- SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TEGNA INC. (Registrant ) By: /s/ Alex Tolston Alex Tolston Date : August 19, 2025 Senior Vice President and Chief Legal Officer -8-

View Full Filing

View this 8-K filing on SEC EDGAR