Tegna (TGNA) insider filing shows RSU, phantom stock settlement

Rhea-AI Filing Summary

Form 4 filing (08-04-2025) for Tegna Inc. (TGNA): EVP & COO Lynn B. Trelstad reports transactions made in the brokerage account of her spouse following the spouse’s 1-31-2025 retirement.

• July 31 2025: 2,990.354 phantom-stock units converted to common stock (Code M) and immediately sold at $16.70, trimming indirect holdings to 32,855.424 shares.
• Aug 1 2025: Four batches of vested RSUs (total 8,320.229 shares) were delivered (Code M), lifting indirect holdings to 38,186.299 shares.
• Same day, 2,348.229 shares were withheld for taxes (Code F) at $16.07, ending with 35,838.070 shares held indirectly by spouse.

Post-transaction ownership: Officer directly owns 109,432.540 TGNA shares; 11,054.221 shares in her 401(k); spouse holds 6,311.180 shares in 401(k) in addition to the 35,838.070 shares reported above.

Net effect: Spouse’s indirect position increased by roughly 2,982 shares despite partial monetization and tax-withholding sales. Transactions stem from routine settlement of deferred compensation and RSUs after retirement, not open-market buying.

Positive

• Net increase of roughly 2,982 TGNA shares to insider family holdings, hinting at continued exposure to the company’s equity.
• Transactions executed under 10b5-1 and deferred-comp plans, indicating procedural compliance and reducing trading-abuse risk.

Negative

• Immediate sale of 2,990 shares at $16.70 may be interpreted as partial profit-taking, albeit plan-driven.
• 2,348 shares withheld for taxes reduced the gross equity delivered, limiting the net ownership gain.

Insights

Securities Analyst

TL;DR: Routine equity settlement; modest net purchase, limited market signal.

The filing reflects administrative conversions of deferred comp and RSUs rather than discretionary buying. Although 5,338 shares were disposed, 8,320 shares were issued, yielding a net +2,982 shares. Aggregate value (~$48 k) is immaterial versus Tegna’s float and officer’s existing 150 k+ share exposure. No change to guidance, capital structure, or insider sentiment trend is apparent. Impact on share price should be negligible.

Corporate Governance Expert

TL;DR: Standard post-retirement payout; compliance with §409A six-month delay.

Events comply with deferred-comp rules: phantom stock cashed out at retirement, RSUs delivered after the mandatory 6-month wait. Presence of Rule 10b5-1 checkbox suggests transactions were pre-programmed, reducing concerns about information asymmetry. No red flags regarding timing or volume. Governance impact neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Trelstad Lynn B.

(Last) (First) (Middle)

C/O TEGNA INC.

8350 BROAD STREET, SUITE 2000

(Street)

TYSONS VA 22102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TEGNA INC [ TGNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and COO, Media Operations

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/31/2025		M		2,990.354	A	(1)	35,845.778	I	By Spouse
Common Stock	07/31/2025		D		2,990.354	D	$16.7	32,855.424	I	By Spouse
Common Stock	08/01/2025		M		1,177	A	(2)	34,032.424	I	By Spouse
Common Stock	08/01/2025		M		1,015.667	A	(2)	35,048.091	I	By Spouse
Common Stock	08/01/2025		M		1,353	A	(2)	36,401.091	I	By Spouse
Common Stock	08/01/2025		M		1,785.208	A	(2)	38,186.299	I	By spouse
Common Stock	08/01/2025		F(3)		2,348.229	D	$16.07	35,838.07	I	By Spouse
Common Stock								109,432.54	D
Common Stock								11,054.221	I	By 401(k) Plan
Common Stock								6,311.18	I	By Spouse through 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	07/31/2025		M			2,990.354	07/31/2025(1)	07/31/2025(1)	Common Stock	2,990.354	(1)	0	I	By Spouse
Restricted Stock Units	(2)	08/01/2025		M			1,177	(4)	(4)	Common Stock	1,177	$0	0	I	By Spouse
Restricted Stock Units	(2)	08/01/2025		M			1,015.667	(4)	(4)	Common Stock	1,015.667	$0	0	I	By Spouse
Restricted Stock Units	(2)	08/01/2025		M			1,353	(4)	(4)	Common Stock	1,353	$0	0	I	By Spouse
Restricted Stock Units	(2)	08/01/2025		M			1,785.208	(4)	(4)	Common Stock	1,785.208	$0	0	I	By Spouse

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock. Pursuant to the Issuer's Deferred Compensation Plan, the reporting person's spouse became entitled to receive a cash payment in settlement of the reporting person's spouse's phantom stock based on the Issuer's closing market price on July 31, 2025.

2. Each restricted stock unit represents a contingent right to receive one share of the underlying common stock.

3. Represents shares of common stock withheld to satisfy the reporting person's spouse's tax obligation.

4. The reporting person's spouse retired from the Issuer on January 31, 2025. Corresponding shares of the Issuer's common stock underlying vested restricted stock units are being delivered to the reporting person's spouse following the six-month delay required under Section 409A of the Internal Revenue Code following the reporting person's spouse's retirement. All other unvested restricted stock units were forfeited as a result of the reporting person's spouse's retirement.

Remarks:

	/s/ Marc S. Sher, attorney-in-fact	08/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many TGNA shares did Lynn Trelstad’s spouse acquire and sell?

Acquired 8,320.229 shares via phantom stock and RSU conversions; sold/withheld 5,338.583 shares, for a net gain of about 2,982 shares.

At what prices were the TGNA shares disposed?

Shares were sold at $16.70 on 7-31-2025 and withheld for taxes at $16.07 on 8-01-2025.

What is the insider’s total TGNA ownership after these transactions?

Direct: 109,432.540 shares; Indirect (spouse): 35,838.070 shares; 401(k): 11,054.221 (hers) and 6,311.180 (spouse).

Were the trades part of a Rule 10b5-1 plan?

Yes. The filing checks the Rule 10b5-1 box, indicating pre-planned transactions.

Why were RSUs delivered six months after retirement?

Section 409A requires a six-month delay for deferred equity payouts to certain insiders; shares were delivered after this waiting period.