TEGNA INC. Files 8-K Report

TL;DR

TEGNA filed an 8-K, standard procedure, no major news.

AI Summary

TEGNA INC. filed an 8-K report on November 10, 2025, indicating an "Other Events" filing. The report does not contain specific financial transactions or material events beyond the filing itself, but it confirms the company's principal executive offices are located at 8350 Broad Street, Suite 2000, Tysons, Virginia.

Why It Matters

This filing serves as an official notification to the SEC and the public about company events, though this specific report details "Other Events" without disclosing new material information.

Risk Assessment

Risk Level: low — The filing is a routine 8-K for 'Other Events' and does not disclose any new material risks or significant financial changes.

Key Players & Entities

• TEGNA INC. (company) — Registrant
• November 10, 2025 (date) — Date of earliest event reported
• 8350 Broad Street, Suite 2000, Tysons, Virginia 22102-5151 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $22 — a ownership translated to approximately $22 to $28 per share for TEGNA stockholders
• $28 — ship translated to approximately $22 to $28 per share for TEGNA stockholders. The
• $22.00 — ash acquisition of TEGNA by Nexstar for $22.00 per share, because, among other things,
• $18.00 — r TEGNA Common Stock as of such date of $18.00 to $21.00 per share (with a mean of $20
• $21.00 — mmon Stock as of such date of $18.00 to $21.00 per share (with a mean of $20.13 per sh
• $20.13 — .00 to $21.00 per share (with a mean of $20.13 per share and a median of $20.90 per sh
• $20.90 — ean of $20.13 per share and a median of $20.90 per share). Additional Information an

Filing Documents

• tm2530639d1_8k.htm (8-K) — 47KB
• 0001104659-25-109258.txt ( ) — 215KB
• tgna-20251110.xsd (EX-101.SCH) — 3KB
• tgna-20251110_lab.xml (EX-101.LAB) — 33KB
• tgna-20251110_pre.xml (EX-101.PRE) — 22KB
• tm2530639d1_8k_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events. As previously disclosed, on August 18, 2025, TEGNA Inc., a Delaware corporation ("TEGNA"), entered into an Agreement and Plan of Merger with 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"). Pursuant to the terms of the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into TEGNA (the "Merger"), with TEGNA continuing as the surviving corporation and as wholly owned subsidiary of Nexstar. On September 17, 2025, TEGNA filed a preliminary proxy statement with the Securities and Exchange Commission (the "SEC") in connection with the Merger (the "Preliminary Proxy Statement") and, on October 10, 2025, TEGNA filed a definitive proxy As of November 10, 2025, three complaints have been filed by purported stockholders of TEGNA in connection with the Merger: Faul v. TEGNA Inc., et al. , No. 25-cv-12161 (filed in the U.S. District Court for the Northern District of Illinois on October 3, 2025), Cohen v. TEGNA Inc., et al. , Index No. 659416/2025 (filed in New York County on October 28, 2025), and Brady v. TEGNA Inc., et. al. , Index No. 659438/2025 (filed in New York County on October 29, 2025). The complaints generally allege that the Preliminary Proxy Statement or the Definitive Proxy Statement includes false and misleading information and/or fails to disclose allegedly material information in violation of federal or state law. The complaints seek, among other things, to enjoin TEGNA from consummating the Merger, or in the alternative, rescission of the Merger and/or compensatory damages, as well as attorneys' and expert fees. In addition to these complaints, TEGNA has received demand letters from counsel representing purported stockholders of TEGNA, alleging similar deficiencies and/o

View Full Filing

View this 8-K filing on SEC EDGAR