TEGNA Inc. (TGNA) CEO converts RSUs, withholds shares for taxes on December 15, 2025

Rhea-AI Filing Summary

TEGNA Inc.'s President and CEO reported equity transactions dated December 15, 2025. The executive converted 346,769.5 restricted stock units into an equal number of shares of common stock at an exercise price of $0, as shown in both the non-derivative and derivative tables.

Of the resulting shares, 191,763.534 shares of common stock were withheld to satisfy the reporting person's tax obligation in connection with a Section 83(b) election, at a price of $19.58 per share, leaving 192,392.02 shares of common stock held directly. The restricted stock units were converted into restricted shares of common stock generally subject to the same terms and conditions, with the Section 83(b) election made to address potential tax consequences under Sections 280G and 4999 of the Internal Revenue Code in connection with the consummation of the transactions contemplated by an August 18, 2025 Agreement and Plan of Merger among TEGNA, Nexstar Media Group, Inc. and Teton Merger Sub, Inc.

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^*

Steib Michael F

(Last) (First) (Middle)

C/O TEGNA INC.

8350 BROAD STREET, SUITE 2000

(Street)

TYSONS 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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		346,769.5	A	(1)	384,155.554	D
Common Stock	12/15/2025		F(2)		191,763.534	D	$19.58	192,392.02	D

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)	12/15/2025		M			346,769.5	(3)	(3)	Common Stock	346,769.5	$0	0	D

Explanation of Responses:

1. Each 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 making of a Section 83(b) election with respect to the grant of restricted shares of common stock upon the conversion from restricted stocked units as described below.

3. The restricted stock units were converted into restricted shares of common stock of the Issuer generally subject to the same terms and conditions, with respect to which the reporting person made a Section 83(b) election, for the purpose of mitigating potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated August 18, 2025, by and among the Issuer, Nexstar Media Group, Inc. and Teton Merger Sub, Inc.

	/s/ Marc S. Sher, attorney-in-fact	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did TEGNA (TGNA) report for its CEO on December 15, 2025?

The President and CEO of TEGNA Inc. reported converting 346,769.5 restricted stock units into the same number of shares of common stock on December 15, 2025, followed by a tax-related share withholding.

How many TEGNA restricted stock units were converted into common stock in this Form 4?

The report shows that 346,769.5 restricted stock units were converted into 346,769.5 shares of TEGNA common stock at an exercise price of $0 per share.

How many TEGNA shares were withheld for taxes, and at what price?

The filing indicates that 191,763.534 shares of TEGNA common stock were withheld to satisfy the reporting person's tax obligation at a price of $19.58 per share.

How many TEGNA shares does the CEO directly own after these transactions?

After the reported transactions, the President and CEO directly owns 192,392.02 shares of TEGNA common stock.

What does the Form 4 say about the treatment of TEGNA restricted stock units?

The report explains that each restricted stock unit represents a contingent right to receive one share of common stock, and that the restricted stock units were converted into restricted shares of common stock generally subject to the same terms and conditions.

How is the TEGNA CEO’s equity transaction related to the Nexstar merger agreement?

The response notes that the conversion of restricted stock units and the Section 83(b) election were undertaken to mitigate potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code in connection with the consummation of the transactions contemplated by an August 18, 2025 Agreement and Plan of Merger among TEGNA Inc., Nexstar Media Group, Inc. and Teton Merger Sub, Inc..