Tegna (TGNA) Proxy Filing summary

Executive summary

• Nexstar Media Group will acquire all outstanding shares of TEGNA for $22.00 per share in cash, valuing the transaction at $6.2 billion, including net debt and transaction fees.

• The purchase price represents a 31% premium to TEGNA’s 30-day average stock price prior to deal rumors.

• The transaction is unanimously approved by TEGNA’s Board and is expected to close by the second half of 2026, subject to shareholder and regulatory approvals.

• The combined company will operate 265 full-power TV stations in 44 states, covering 80% of U.S. TV households.

• Nexstar expects $300 million in annual net synergies and anticipates the deal will be more than 40% accretive to its standalone adjusted free cash flow in the first year post-close.

Voting matters and shareholder proposals

• The merger requires approval by a majority of TEGNA’s outstanding shares entitled to vote.

• A proxy statement will be filed and distributed to shareholders for voting on the transaction.

• Shareholders are urged to read all proxy materials when available, as they will contain important information about the transaction.

Board of directors and corporate governance

• TEGNA’s Board unanimously determined the merger is fair and in the best interests of shareholders.

• The directors of the merger subsidiary will become the initial directors of the surviving company post-merger.

• The transaction includes customary governance provisions, including indemnification and insurance for directors and officers for six years post-merger.