TEGNA Inc. Announces Completion of Acquisition and Delisting from NYSE

Key Points

• TEGNA Inc. has completed a merger and will be delisted from the New York Stock Exchange (NYSE).
• All outstanding shares of TEGNA Common Stock have been converted into the right to receive merger consideration.
• TEGNA will file to terminate its registration and suspend reporting obligations with the SEC.
• Significant changes have been made to the company’s Certificate of Incorporation and Bylaws following the merger.

Detailed Report for Investors

TEGNA Inc. (NYSE: TGNA), a prominent television broadcasting company, has announced the completion of its acquisition by entities including Newstar Media Group, Inc. and Teton Merger Sub, Inc., pursuant to an Agreement and Plan of Merger dated August 18, 2025. As a result of the merger, the company will undergo substantial structural and operational changes that are highly significant for investors and shareholders.

1. Delisting and Termination of Reporting Obligations

• Following the effectiveness of the Form 25 filing, TEGNA will be delisted from the New York Stock Exchange. This means its shares will no longer be publicly traded on the NYSE.
• The company will file Form 15 with the SEC to terminate the registration of all shares under Section 12(g) of the Exchange Act and suspend its reporting obligations under Sections 13 and 15(d). This action will end the company’s regular public disclosure requirements.
• Shareholders must note: The cessation of public trading and reporting may significantly impact the liquidity and transparency of their holdings. The lack of ongoing disclosures can affect the ability to assess the company’s performance and prospects.

2. Exchange and Cancellation of Shares

• As a direct result of the acquisition, each share of TEGNA Common Stock that was outstanding immediately prior to the merger’s effective time has been automatically canceled and exchanged for the right to receive the agreed merger consideration.
• Shareholders no longer retain any rights as shareholders of TEGNA other than the right to receive the merger proceeds.
• This is a price-sensitive event: Investors need to be aware that they cannot trade TEGNA shares on the public market after delisting, and their only recourse is to claim the merger consideration as detailed in the merger agreement.

3. Changes to Corporate Charter and Bylaws

• The company has amended and restated its Certificate of Incorporation and Bylaws. Among the key changes:
  • The number of authorized shares is now 1,000 shares of Common Stock, par value \$0.01 per share.
  • The company expressly elects not to be governed by Section 203 of the Delaware General Corporation Law, which relates to restrictions on business combinations with interested stockholders.
  • The Certificate of Incorporation now provides the maximum protection allowed by Delaware law to directors and officers against monetary liability for breach of fiduciary duties, subject to certain exceptions.
  • The company has renounced any interest or expectancy in business opportunities presented to its officers, directors, or stockholders, except for those who are also employees.
• Investor impact: The changes limit future shareholder rights and protections, and the new structure is typical of a privately held company rather than a public one.

4. No Emerging Growth Company Status

• TEGNA is not classified as an emerging growth company, and has not elected to use the extended transition period for complying with any new or revised financial accounting standards.

5. Governance and Officer Provisions

• The amended bylaws clarify procedures for shareholder meetings, voting, notice, and the roles and removals of officers and directors.
• The board of directors retains broad authority over the management of the company, including the ability to remove officers and fill vacancies.

Potential Share Price Impact

The completion of the acquisition and subsequent delisting from the NYSE, along with the termination of SEC reporting obligations, are major corporate events that directly affect the value and liquidity of TEGNA shares. Shareholders can no longer trade their shares on the open market and must rely on the merger consideration as defined in the agreement. The termination of public disclosures may further reduce transparency and investor confidence.

Shareholders are strongly advised to review the merger documentation, claim their merger proceeds, and consult with their financial advisors regarding the implications of these changes.

Exhibits and Documentation

• Exhibit 2.1: Agreement and Plan of Merger, dated August 18, 2025, by and among Newstar Media Group, Inc., Teton Merger Sub, Inc., and TEGNA Inc.
• Exhibit 3.1: Sixth Amended and Restated Certificate of Incorporation of TEGNA Inc.
• Exhibit 3.2: Amended and Restated Bylaws of TEGNA Inc.

Disclaimer: This article is intended for informational purposes only and does not constitute investment advice. Investors should refer to official filings and consult their financial advisors before making investment decisions. The information summarized here is based on the company’s official filings as of March 20, 2026, and may be subject to change.

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