TEGNA (TGNA) CFO logs RSU grant and tax share withholding

Rhea-AI Filing Summary

TEGNA SVP and CFO Julie Heskett reported several equity transactions. She received a grant of 75,911 restricted stock units on March 1, 2026, which vest in four equal annual installments from February 28, 2027 through February 28, 2030. On February 27, 2026, 12,080.934 2023 Performance Shares were exercised into the same number of common shares, with 3,883.102 shares withheld at $20.95 per share to cover taxes. After these transactions, she directly holds 117,227.774 common shares and indirectly holds 10,590.270 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^*

Heskett Julie

(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 CFO

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		12,080.934	A	(1)	121,110.876	D
Common Stock	02/27/2026		F(2)		3,883.102	D	$20.95	117,227.774	D
Common Stock								10,590.27	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			12,080.934	(3)	(3)	Common Stock	12,080.934	$0	0	D
Restricted Stock Units	(1)	03/01/2026		A		75,911		(4)	(4)	Common Stock	75,911	$0	75,911	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 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 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.
* 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.
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FAQ

What equity awards did TEGNA (TGNA) CFO Julie Heskett receive?

Julie Heskett received 75,911 restricted stock units on March 1, 2026. These units vest in four equal annual installments from February 28, 2027 through February 28, 2030, with delivery of shares beginning March 1, 2027, subject to employment and plan terms.

How did the 2023 Performance Shares for TEGNA (TGNA) CFO vest and convert?

On February 27, 2026, 12,080.934 2023 Performance Shares vested and converted into the same number of common shares. The corresponding common shares were delivered on March 2, 2026, consistent with the company’s 2020 Omnibus Incentive Compensation Plan provisions.

Why were some TEGNA (TGNA) shares withheld for the CFO’s taxes?

TEGNA withheld 3,883.102 common shares at $20.95 per share to satisfy Julie Heskett’s tax obligations. This withholding occurred upon vesting of the 2023 Performance Shares and related share delivery, as allowed under the company’s 2020 Omnibus Incentive Compensation Plan.

How many TEGNA (TGNA) common shares does the CFO now hold directly?

Following these transactions, Julie Heskett directly holds 117,227.774 shares of TEGNA common stock. This figure reflects the net result after the performance share conversion and the tax-withholding share disposition recorded on February 27, 2026.

What indirect TEGNA (TGNA) holdings does the CFO report?

In addition to direct holdings, Julie Heskett reports indirect ownership of 10,590.270 TEGNA common shares. These shares are held through a 401(k) plan, as indicated by the nature-of-ownership disclosure in the insider transaction report.

Do the reported TEGNA (TGNA) insider transactions involve open-market buying or selling?

The reported transactions involve grants, vesting, and tax withholding, not open-market trades. Awards include restricted stock units and 2023 Performance Shares, plus a share disposition solely to cover tax obligations at $20.95 per share, rather than discretionary market sales.