NEW YORK — An early morning special meeting of shareholders of the company formerly known as Gannett yielded an affirmative vote to adopt a merger agreement proposed by Nexstar Media Group, allowing TEGNA to be acquired by the nation’s largest single owner of broadcast TV stations.
Nexstar announced on August 18 its intention to acquire TEGNA for $6.2 billion. It is a transaction that is largely contingent on expected FCC deregulation of the nation’s local broadcast television ownership rules.
FCC regulatory approval could be months away, at which time a court challenge to the decision could easily come to fruition, citing the Supreme Court’s Loper Bright and SEC vs. Jarkesy decisions taking the final say from an agency and giving it to the courts. Should that transpire, Congress could be asked to step in ahead of the November 2026 midterm elections to codify any rulemaking change the Carr Commission intends to make.
Still, the questions surrounding regulatory approval of the proposed mega-deal did nothing to prevent TEGNA shareholders from giving a thumbs up to the plan.
According to the preliminary results announced at Tuesday’s special meeting, subject to certification by an independent Inspector of Election, approximately 98% of the total shares of TEGNA’s common stock voted at the special meeting were voted to adopt the Merger Agreement. This accounts for approximately 83% of the total outstanding shares of TEGNA’s common stock as of October 10, the record date for the special meeting.
Certified results will be filed on a Current Report on Form 8-K with the Securities and Exchange Commission and posted on TEGNA’s investor website.
The transaction is expected to close by the second half of 2026, subject to regulatory approvals and other customary closing conditions. Upon closing, TEGNA will become a subsidiary of Nexstar Media Group, and its shares will no longer be traded on the New York Stock Exchange.
As of the Closing Bell, NYSE-traded TEGNA shares were valued at $19.90 as Nexstar stock, traded on the Nasdaq market, were at $186.64, down slightly from Monday.
In related news, TEGNA Inc.’s Board of Directors declared a regular quarterly dividend of 12.5 cents per share. It is payable on January 2, 2026, to shareholders of record as of the close of business on December 5, 2025.
