TEGNA (TGNA) SVP Thomas Cox reports RSU grant and tax-share withholding

Rhea-AI Filing Summary

TEGNA SVP and Chief Growth Officer Thomas R. Cox reported several equity-related transactions. He received a grant of 88,563 Restricted Stock Units, each representing a right to one share of common stock. Separately, 16,610.976 2023 Performance Shares were exercised into an equal number of common shares, with 5,739.958 shares withheld at $20.95 per share to cover tax obligations. Following these transactions, he directly held 141,881.021 common shares and indirectly held 11,354.260 shares through a 401(k) plan. The new RSUs vest in four equal annual installments from February 28, 2027 through February 28, 2030, with delivery of shares beginning on March 1, 2027.

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

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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^*

Cox Thomas R.

(Last) (First) (Middle)

C/O TEGNA INC.

8401 GREENSBORO DRIVE, SUITE 300

(Street)

MCLEAN 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 and Chief Growth Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		M		16,610.976	A	(1)	147,620.979	D
Common Stock	02/27/2026		F(2)		5,739.958	D	$20.95	141,881.021	D
Common Stock								11,354.26	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
2023 Performance Shares	(1)	02/27/2026		M			16,610.976	(3)	(3)	Common Stock	16,610.976	$0	0	D
Restricted Stock Units	(1)	03/01/2026		A		88,563		(4)	(4)	Common Stock	88,563	$0	88,563	D

Explanation of Responses:

1. Each 2023 Performance Share and 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 2023 Performance Shares 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 2023 Performance Shares vested on February 27, 2026. The corresponding shares of the Issuer's common stock were delivered to the reporting person as to the vested shares on March 2, 2026.

4. The restricted stock units vest in four equal annual installments on each of February 28, 2027, February 29, 2028, February 28, 2029 and February 28, 2030 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, will be delivered to the reporting person in four equal annual installments beginning on March 1, 2027.

Remarks:

	/s/ Marc S. Sher, attorney-in-fact	03/03/2026
	** 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).
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FAQ

What equity awards did TEGNA (TGNA) executive Thomas R. Cox receive?

Thomas R. Cox received a grant of 88,563 Restricted Stock Units, each representing a right to one share of TEGNA common stock. He also had 16,610.976 2023 Performance Shares convert into the same number of common shares as part of his incentive compensation.

How were taxes handled on Thomas R. Cox’s TEGNA performance share vesting?

To satisfy tax obligations on vested 2023 Performance Shares, 5,739.958 common shares were withheld at a price of $20.95 per share. This withholding is reported as a disposition but reflects tax payment rather than an open-market sale by the executive.

What are Thomas R. Cox’s TEGNA common stock holdings after these transactions?

After the reported transactions, Thomas R. Cox directly held 141,881.021 shares of TEGNA common stock. He also indirectly held an additional 11,354.260 shares through a 401(k) Plan, as disclosed in the ownership information.

When do Thomas R. Cox’s new TEGNA Restricted Stock Units vest?

The 88,563 Restricted Stock Units vest in four equal annual installments on February 28, 2027, February 29, 2028, February 28, 2029, and February 28, 2030. Shares will be delivered in four equal annual installments beginning on March 1, 2027.

What do TEGNA’s 2023 Performance Shares and RSUs represent for Thomas R. Cox?

Each 2023 Performance Share and Restricted Stock Unit represents a contingent right to receive one share of TEGNA common stock. These awards are part of the company’s 2020 Omnibus Incentive Compensation Plan, aligning compensation with long-term company performance.