Material Agreement, Asset Transaction (Form 8-K)

On March 5, 2026 and in connection with Merger Agreement, Nexstar Media Inc. (the "Offeror"), a wholly owned subsidiary of Nexstar, commenced an offer to purchase for cash (the "Tender Offer") from each registered holder any and all outstanding 5.000% Senior Notes due 2029 (the "Notes") issued by TEGNA. In conjunction with the Tender Offer, the Offeror solicited consents (the "Consent Solicitation") to adopt certain proposed amendments (the "Proposed Amendments") to the indenture (the "Indenture") establishing TEGNA's Notes to eliminate certain of the restrictive covenants and other provisions from the Indenture as set forth in the Offer to Purchase and Consent Solicitation Statement, dated as of March 5, 2026 (the "Offer to Purchase and Consent Solicitation Statement").

On March 18, 2026, the Offeror received consent of the holders of the majority of the outstanding principal amount of the Notes to the Proposed Amendments in the Consent Solicitation, and the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as the trustee for the Notes, entered into a Sixteenth Supplemental Indenture with respect to the Notes, dated as of March 19, 2026 (the "Sixteenth Supplemental Indenture"), amending and supplementing the applicable Indenture governing the Notes. The Sixteenth Supplemental Indenture, among other things, includes the Proposed Amendments. Although the Sixteenth Supplemental Indenture was effective upon execution, the amendments to the Notes and the Indenture governing the Notes, as set forth in the Sixteenth Supplemental Indenture, will become operative upon the settlement of the Tender Offer and the satisfaction or waiver of the conditions thereto as set forth in the Offer to Purchase and Consent Solicitation Statement. Accordingly, if the settlement of the Tender Offer does not occur, the terms of the Sixteenth Supplemental Indenture will be null and void, and the terms of the applicable Indenture governing the Notes will continue in full force and effect without any modification by the applicable Sixteenth Supplemental Indenture. The terms and conditions of the Tender Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement.

The above description of the Sixteenth Supplemental Indenture is qualified in its entirety by reference to the Sixteenth Supplemental Indenture, which is attached hereto as Exhibit 4.1, and incorporated into this Item 1.01 by reference.

As discussed in the Introductory Note, which is incorporated into this Item 2.01 by reference, on March 19, 2026, Nexstar completed its previously announced acquisition of TEGNA pursuant to the Merger Agreement. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $1.00 per share, of TEGNA (the "TEGNA Common Stock") issued and outstanding as of immediately prior to the effective time of the TEGNA Acquisition (other than (i) any shares of TEGNA Common Stock owned by Nexstar or owned or held in treasury by TEGNA; (ii) shares of TEGNA Common Stock owned or held by any wholly owned subsidiary of TEGNA; and (iii) shares of TEGNA 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) were at the Effective Time automatically converted into the right to receive $22.00 per share of TEGNA Common Stock in cash, without interest (the "Merger Consideration").

At the Effective Time, each (i) time-based restricted stock unit award in respect of shares of TEGNA Common Stock (a "TEGNA RSU Award") and (ii) performance-based restricted stock unit or performance share award in respect of shares of TEGNA Common Stock (a "TEGNA PSU Award"), in each case, whether vested or unvested, granted before August 18, 2025 and outstanding immediately prior to the Effective Time were fully vested and were converted into the right to receive the Merger Consideration in respect of each underlying share of TEGNA Common Stock, less amounts that are required to be withheld or deducted under applicable law. The number of shares of Common Stock subject to a TEGNA PSU Award were determined in accordance with the provisions of the applicable award agreement that apply upon a "Change in Control" within the meaning of the applicable award agreement.