TEGNA (TGNA) SVP awarded 12,870 2024 Performance Shares vesting in 2027

Rhea-AI Filing Summary

McClelland Clifton A. III reported acquisition or exercise transactions in this Form 4 filing.

TEGNA Inc. reported a new equity award for a senior executive. Clifton A. McClelland III, Senior Vice President, Controller and Principal Accounting Officer, received a grant of 12,870 2024 Performance Shares tied to TEGLA common stock.

Each 2024 Performance Share represents a contingent right to receive one share of common stock. The award vests on February 28, 2027, and the corresponding vested shares are scheduled to be delivered on or about March 1, 2027, subject to earlier delivery in certain employment termination or change in control situations.

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

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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)
03/10/2026

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

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
2024 Performance Shares	(1)	03/10/2026		A		12,870		(2)	(2)	Common Stock	12,870	$0	12,870	D

Explanation of Responses:

1. Each 2024 Performance Share represents a contingent right to receive one share of the underlying common stock.

2. The 2024 Performance Shares vest on February 28, 2027 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, the corresponding vested shares of the Issuer's common stock will be delivered to the reporting person on or about March 1, 2027.

Remarks:

	/s/ Marc S. Sher, attorney-in-fact	03/12/2026
	** 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 insider transaction did TEGNA (TGNA) report for Clifton A. McClelland III?

TEGNA reported that Clifton A. McClelland III received 12,870 2024 Performance Shares. These are contingent rights to receive common stock, structured as part of his equity compensation, not as an open-market stock purchase or sale.

How many 2024 Performance Shares did TEGNA (TGNA) grant in this Form 4?

The filing shows a grant of 12,870 2024 Performance Shares. Each performance share represents a contingent right to one share of TEGNA common stock, bringing McClelland’s reported holdings of this award type to 12,870 units after the transaction.

When do the 2024 Performance Shares granted by TEGNA (TGNA) vest?

The 2024 Performance Shares vest on February 28, 2027. Once vested, the related common shares are scheduled for delivery on or about March 1, 2027, unless they are delivered earlier after certain employment or change in control events.

What does each 2024 Performance Share of TEGNA (TGNA) represent?

Each 2024 Performance Share represents a contingent right to receive one share of TEGNA common stock. The award converts into actual shares only after vesting and satisfaction of the stated conditions, making it a form of performance-based equity compensation.

Is the TEGNA (TGNA) Form 4 transaction an open-market buy or sell?

No, the Form 4 shows an acquisition coded as a grant or award, not an open-market trade. McClelland received 12,870 performance shares at a reported price of $0.00 per unit as part of his compensation package.