TEGNA (TGNA) SVP awarded 51,794 2024 Performance Shares in equity grant

Rhea-AI Filing Summary

Cox Thomas R. reported acquisition or exercise transactions in this Form 4 filing.

TEGNA Inc.'s SVP and Chief Growth Officer Thomas R. Cox received an award of 51,794 2024 Performance Shares. Each performance share is a contingent right to receive one share of TEGNA common stock, so this grant represents up to 51,794 shares if conditions are met.

The 2024 Performance Shares vest on February 28, 2027. Unless delivered earlier after certain employment or change-in-control events, the vested common shares are scheduled to be delivered to Cox on or about March 1, 2027. This is a compensation-related equity grant, not an open-market stock purchase or sale.

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^*

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)
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		51,794		(2)	(2)	Common Stock	51,794	$0	51,794	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).
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 did TEGNA (TGNA) executive Thomas R. Cox report in this Form 4?

Thomas R. Cox reported receiving 51,794 2024 Performance Shares as equity compensation. Each performance share is a contingent right to one share of TEGNA common stock, dependent on meeting specified vesting conditions and timelines through early 2027.

How many TEGNA (TGNA) performance shares were granted to Thomas R. Cox?

Thomas R. Cox was granted 51,794 2024 Performance Shares. Each unit represents a potential share of TEGNA common stock, providing equity-based compensation tied to performance and continued service rather than an immediate cash or open-market stock transaction.

When do Thomas R. Cox’s 2024 TEGNA (TGNA) Performance Shares vest?

The 2024 Performance Shares granted to Thomas R. Cox vest on February 28, 2027. Once vested, the corresponding TEGNA common shares are scheduled for delivery on or about March 1, 2027, subject to employment or change-in-control provisions.

Do the 2024 Performance Shares for TEGNA (TGNA) involve an open-market stock purchase?

No, the 2024 Performance Shares are a grant of equity compensation, not an open-market purchase. Cox did not pay a price per share in this transaction; the award provides contingent rights to TEGNA common stock if vesting and performance conditions are satisfied.

How many TEGNA (TGNA) shares could Thomas R. Cox receive from this award?

If fully vested and delivered, the 51,794 2024 Performance Shares could result in delivery of 51,794 TEGNA common shares. Each performance share corresponds to one underlying share, subject to vesting conditions and timing around early 2027.

Is this TEGNA (TGNA) Form 4 transaction a buy or sell signal?

This Form 4 shows an equity grant to Thomas R. Cox, not a market trade. It reflects compensation in the form of 2024 Performance Shares, rather than buying or selling TEGNA stock in the open market, so it carries limited trading-signal implications.