TEGNA Inc. Enters Into $300 Million Accelerated Share Repurchase Agreement

TEGNA Inc. (NYSE: TGNA) today announced that it has entered into an accelerated share repurchase agreement (“ASR”) with JPMorgan Chase Bank, National Association (“JPMorgan”). Plans for the ASR and a 20% increase to the Company’s regular quarterly dividend were previously announced on May 22, 2023 and reflect the Company’s initial actions to return capital to shareholders following the termination of its merger agreement with an affiliate of Standard General L.P.

Under the terms of the ASR, TEGNA will repurchase $300 million in TEGNA common shares from JPMorgan, with an initial delivery of approximately 15.2 million shares on June 6, 2023. The final number of shares to be repurchased will be based on the average daily volume-weighted average price of TEGNA shares during the term of the ASR, less a discount and subject to customary adjustments pursuant to the terms of the ASR. The final settlement of the ASR is expected to be completed by the end of the third quarter of 2023, subject to acceleration at JPMorgan’s discretion.

TEGNA’s Board of Directors and management team are actively reviewing the return of additional excess capital that accumulated during the pending merger.

UPDATE ON TERMINATION FEE

As previously disclosed, Standard General has transferred 8,640,452 TEGNA shares to TEGNA to satisfy the $136,343,726 (equal to the termination fee plus interest accrued since termination of merger agreement) due to TEGNA under the terms of the merger agreement.

Receipt of the shares from Standard General will not reduce the $300 million ASR detailed above.

About TEGNA

TEGNA Inc. (NYSE: TGNA) is an innovative media company that serves the greater good of our communities. Across platforms, TEGNA tells empowering stories, conducts impactful investigations and delivers innovative marketing solutions. With 64 television stations in 51 U.S. markets, TEGNA is the largest owner of top 4 network affiliates in the top 25 markets among independent station groups, reaching approximately 39 percent of all television households nationwide. TEGNA also owns leading multicast networks True Crime Network, Twist and Quest. TEGNA offers innovative solutions to help businesses reach consumers across television, digital and over-the-top (OTT) platforms, including Premion, TEGNA’s OTT advertising service. For more information, visit www.TEGNA.com.