TEGNA director settles equity awards in merger

TEGNA Inc. director Henry Wadsworth McGee III reported the disposition of equity-based awards tied to a merger closing.

Rhea-AI Filing Summary

TEGNA Inc. director Henry Wadsworth McGee III reported the disposition of equity-based awards tied to a merger closing. On March 19, 2026, 13,678 Restricted Stock Units and 86,631 Phantom Share Units were reported as dispositions to the issuer at $22.00 per underlying share.

According to the merger agreement, each restricted stock unit and phantom share unit was cancelled at the effective time and converted into the right to receive the merger consideration for each underlying share of TEGLA common stock. These are compensation-related, non‑market transactions rather than open‑market stock sales, and no derivative awards of these types remain after the event.

Insider Trade Summary

Disposition: 100,309 shares

Disposition 2 txns

Insider McGee Henry Wadsworth III

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	13,678	$22.00	$301K
Disposition	Phantom Share Units	86,631	$22.00	$1.91M

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Phantom Share Units — 0 contracts (Direct)

Footnotes (4)

1. F1. Each time-based restricted stock unit award in respect of shares of Company Common Stock ("Company RSU Award") represents a contingent right to receive one share of the underlying Company Common Stock.
2. F2. Pursuant to the Merger Agreement, at the Effective Time, each Company RSU Award was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying the Company RSU Award.
3. F3. Each hypothetical investment in Company Common Stock under each of the (i) TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, as amended and (ii) TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals, as amended, with a value equal to the value of a share of Company Common Stock ("Company Phantom Share Unit Award") represents a contingent right to receive one share of the underlying Company Common Stock.
4. F4. Pursuant to the Merger Agreement, at the Effective Time, each Company Phantom Share Unit Award was converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such Company Phantom Share Unit Award.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did TEGNA (TGNA) director Henry W. McGee III report?

Henry W. McGee III reported dispositions of equity-based awards. He surrendered 13,678 Restricted Stock Units and 86,631 Phantom Share Units to the issuer, tied to a merger closing, rather than executing open-market stock sales.

Were Henry W. McGee III’s TEGNA (TGNA) transactions open-market stock sales?

No, the transactions were not open-market stock sales. They were dispositions of Restricted Stock Units and Phantom Share Units to the issuer, occurring when these awards were cancelled and converted into merger consideration under the merger agreement.

How many TEGNA (TGNA) Restricted Stock Units did Henry W. McGee III dispose of?

He reported disposing of 13,678 Restricted Stock Units. Each unit represented a contingent right to receive one share of TEGNA common stock before being cancelled and converted into the right to receive the merger consideration at the effective time.

What happened to Henry W. McGee III’s TEGNA (TGNA) Phantom Share Units?

He reported a disposition of 86,631 Phantom Share Units. Each unit tracked the value of one TEGNA common share and, at the merger’s effective time, was converted into the right to receive the merger consideration for each underlying share.

What does the merger agreement mean for TEGNA (TGNA) equity awards in this filing?

The merger agreement caused the cancellation of RSU and Phantom Share Unit awards at the effective time. Each award was converted into the right to receive the merger consideration per underlying TEGNA share, replacing equity-based compensation with a merger-linked cash or equivalent payout right.

What price per share is associated with Henry W. McGee III’s TEGNA (TGNA) dispositions?

The reported transactions use a value of $22.00 per underlying share. This figure appears as the transaction price for both the Restricted Stock Unit and Phantom Share Unit dispositions that were converted into merger consideration at the effective time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/23/2026 - 04:11 PM Learn about SEC filing dates

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

X

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^*

McGee Henry Wadsworth III

(Last) (First) (Middle)

C/O TEGNA INC.

8401 GREENSBORO DRIVE, SUITE 300

(Street)

MCLEAN VIRGINIA 22102

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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

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

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

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

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)	03/19/2026		D			13,678	(2)	(2)	Common Stock	13,678	$22(2)	0	D
Phantom Share Units	(3)	03/19/2026		D			86,631	(4)	(4)	Common Stock	86,631	$22(4)	0	D

Explanation of Responses:

1. Each time-based restricted stock unit award in respect of shares of Company Common Stock ("Company RSU Award") represents a contingent right to receive one share of the underlying Company Common Stock.

2. Pursuant to the Merger Agreement, at the Effective Time, each Company RSU Award was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying the Company RSU Award.

3. Each hypothetical investment in Company Common Stock under each of the (i) TEGNA Inc. Deferred Compensation Plan Rules for Post-2004 Deferrals, as amended and (ii) TEGNA Inc. Deferred Compensation Plan Restatement Rules for Pre-2005 Deferrals, as amended, with a value equal to the value of a share of Company Common Stock ("Company Phantom Share Unit Award") represents a contingent right to receive one share of the underlying Company Common Stock.

4. Pursuant to the Merger Agreement, at the Effective Time, each Company Phantom Share Unit Award was converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such Company Phantom Share Unit Award.

	/s/ Marc S. Sher, attorney-in-fact	03/23/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)