TEGNA SVP McClelland Converts 13,678 RSUs; Withholds 4.1k for Taxes

Rhea-AI Filing Summary

On 08/06/2025, Clifton A. McClelland III – SVP, Controller & Principal Accounting Officer of TEGNA Inc. (TGNA) – converted 13,678 restricted stock units into common shares (Transaction Code M). To satisfy withholding taxes he forfeited 4,117.078 shares at $16.36 (Code F), leaving a net addition of roughly 9,561 shares to his direct holdings.

After the transactions, McClelland directly owns 70,263.254 TGNA shares and indirectly holds 8,683.032 shares in the company 401(k) plan, for a combined stake of about 78,946 shares. The activity stems from a routine vesting under the 2020 Omnibus Incentive Compensation Plan; no open-market purchase or discretionary sale occurred. Accordingly, the filing is viewed as informational and neutral in investment significance, though it does modestly increase insider alignment with shareholders.

Insights

Equity Analyst

TL;DR: Routine RSU vesting; neutral impact on TGNA valuation.

The Form 4 shows an automatic conversion of 13,678 RSUs by a senior finance executive, accompanied by tax-withholding forfeiture. Net share addition is small versus TGNA’s ~220 million share count and involves no cash purchase or discretionary sale. Thus, the filing neither strengthens nor weakens the fundamental outlook. Insider maintains a meaningful stake (~79 k shares), signalling continued alignment but not providing a directional indicator for investors.

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
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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^*

McClelland Clifton A. III

(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)
	SVP, Cntlr and Prin. Acc. Off.

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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	08/06/2025		M		13,678	A	(1)	74,380.332	D
Common Stock	08/06/2025		F(2)		4,117.078	D	$16.36	70,263.254	D
Common Stock								8,683.032	I	By 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
Restricted Stock Units	(1)	08/06/2025		M			13,678	(3)	(3)	Common Stock	13,678	$0	0	D

Explanation of Responses:

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

2. Represents shares of common stock withheld to satisfy the reporting person's tax obligation upon the vesting of restricted stock units and the corresponding acquisition of shares of common stock by the reporting person pursuant to the Issuer's 2020 Omnibus Incentive Compensation Plan.

3. The restricted stock units vested as to 13,678 shares on August 6, 2025 and were delivered to the reporting person on August 7, 2025.

Remarks:

	/s/ Marc S. Sher, attorney-in-fact	08/07/2025
	** 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

What transaction did TGNA insider Clifton A. McClelland III report?

A conversion of 13,678 restricted stock units into common stock on 08/06/2025.

How many TGNA shares were withheld for taxes and at what price?

The officer forfeited 4,117.078 shares at $16.36 to cover tax obligations.

How many TGNA shares does McClelland own after the filing?

He directly owns 70,263.254 shares and indirectly 8,683.032 via the 401(k) plan.

Was there any open-market sale associated with this Form 4?

No; the only disposition was tax withholding, not an open-market sale.

When did the restricted stock units vest and settle?

The RSUs vested on 08/06/2025 and shares were delivered on 08/07/2025.