TEGNA (NYSE: TGNA) SVP gets RSU grant and covers taxes with shares

Rhea-AI Filing Summary

TEGNA Inc. senior vice president and principal accounting officer Clifton A. McClelland III reported multiple equity compensation transactions. On March 1, 2026, he received a grant of 20,749 restricted stock units, each representing a right to one share of common stock.

On February 27, 2026, 2023 Performance Shares and several prior restricted stock unit awards vested and were converted into shares of common stock at no cost, with deliveries on March 2, 2026, according to the company’s incentive plan. As part of these vestings, 7,164.943 shares of common stock at $20.95 per share were withheld to satisfy tax obligations rather than sold in the open market.

After these transactions, McClelland directly owned 85,882.517 shares of TE GNA common stock, and indirectly held 9,530.310 shares through a 401(k) plan.

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^*

McClelland Clifton A. III

(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, Cntlr and Prin. Acc. Off.

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		8,053.956	A	(1)	78,317.21	D
Common Stock	02/27/2026		M		2,729	A	(1)	81,046.21	D
Common Stock	02/27/2026		M		3,635	A	(1)	84,681.21	D
Common Stock	02/27/2026		M		4,752.75	A	(1)	89,433.96	D
Common Stock	02/27/2026		M		3,613.5	A	(1)	93,047.46	D
Common Stock	02/27/2026		F(2)		7,164.943	D	$20.95	85,882.517	D
Common Stock								9,530.31	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			8,053.956	(3)	(3)	Common Stock	8,053.956	$0	0	D
Restricted Stock Units	(1)	02/27/2026		M			2,729	(4)	(4)	Common Stock	2,729	$0	0	D
Restricted Stock Units	(1)	02/27/2026		M			3,635	(5)	(5)	Common Stock	3,635	$0	3,634	D
Restricted Stock Units	(1)	02/27/2026		M			4,752.75	(6)	(6)	Common Stock	4,752.75	$0	9,505.5	D
Restricted Stock Units	(1)	02/27/2026		M			3,613.5	(7)	(7)	Common Stock	3,613.5	$0	10,840.5	D
Restricted Stock Units	(1)	03/01/2026		A		20,749		(8)	(8)	Common Stock	20,749	$0	20,749	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 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 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 vested as to 2,729 shares 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.

5. The restricted stock units vested as to 3,635 shares on February 27, 2026 and vest as to the remaining shares on February 28, 2027. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 2, 2026 and (b) following vesting 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 on March 1, 2027.

6. The restricted stock units vested as to 4,752.750 shares on February 27, 2026 and vest as to the remaining shares in two equal annual installments on each of February 28, 2027 and February 29, 2028. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 2, 2026 and (b) following vesting 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 two equal annual installments beginning on March 1, 2027.

7. The restricted stock units vested as to 3,613.500 shares on February 27, 2026 and vest as to the remaining shares in three equal annual installments on each of February 28, 2027, February 29, 2028 and February 28, 2029. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 2, 2026 and (b) following vesting 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 three equal annual installments beginning on March 1, 2027.

8. 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.
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FAQ

What insider transactions did TEGNA (TGNA) report for Clifton A. McClelland III?

TEGNA reported that Clifton A. McClelland III received a 20,749 restricted stock unit grant and had multiple performance share and restricted stock unit awards vest and convert into common stock. Some shares were withheld to cover taxes under the company’s 2020 Omnibus Incentive Compensation Plan.

How many restricted stock units did the TEGNA SVP receive in the latest Form 4?

The senior vice president received 20,749 restricted stock units on March 1, 2026. Each restricted stock unit represents a contingent right to receive one share of TEGNA common stock, vesting in four equal annual installments from February 28, 2027 through February 28, 2030, with deliveries beginning March 1, 2027.

Were any TEGNA shares sold by Clifton A. McClelland III in this Form 4 filing?

The filing shows a disposition of 7,164.943 shares coded “F” at $20.95 per share. These shares were withheld by TEGNA to satisfy tax obligations upon vesting of equity awards, rather than representing an open-market sale initiated by the executive.

How many TEGNA common shares does Clifton A. McClelland III own after these transactions?

Following the reported transactions, Clifton A. McClelland III directly owned 85,882.517 shares of TEGNA common stock. He also indirectly held 9,530.310 additional shares through a 401(k) plan, reflecting retirement-plan ownership separate from his direct holdings.

What are TEGNA’s 2023 Performance Shares referenced in the Form 4?

The 2023 Performance Shares are derivative awards where each unit represents a contingent right to one share of TEGNA common stock. These performance shares vested on February 27, 2026, and the corresponding common shares were delivered to the executive on March 2, 2026, as described in the filing footnotes.

How do TEGNA restricted stock units for the SVP vest over time?

Different restricted stock unit grants have distinct vesting schedules. Some vested partially on February 27, 2026, with remaining portions vesting annually through February 28, 2029, while the newest 20,749-unit grant vests in four equal annual installments from February 28, 2027 through February 28, 2030.