TEGNA (NYSE: TGNA) officer converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

TEGNA Inc. reported insider equity award activity by its senior vice president and chief growth officer. On 12/15/2025, 82,112.25 restricted stock units were converted into restricted shares of common stock, generally on the same terms.

To cover taxes tied to a Section 83(b) election, 40,262.529 common shares were withheld at $19.58 per share. After these transactions, the officer beneficially owned 171,272.532 common shares directly and 10,548.541 shares through a 401(k) plan. The restricted stock unit conversion and election were made in connection with the consummation of transactions under the 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^*

Cox Thomas R.

(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)
	SVP and Chief Growth Officer

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		82,112.25	A	(1)	171,272.532	D
Common Stock	12/15/2025		F(2)		40,262.529	D	$19.58	131,010.003	D
Common Stock								10,548.541	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
Restricted Stock Units	(1)	12/15/2025		M			82,112.25	(3)	(3)	Common Stock	82,112.25	$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 12/15/2025?

A TEGNA senior vice president and chief growth officer reported equity award activity on 12/15/2025, including conversion of restricted stock units into restricted common shares and related tax share withholding.

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

The reporting officer converted 82,112.25 restricted stock units into restricted shares of TEGNA common stock, generally subject to the same terms and conditions.

How many TEGNA (TGNA) shares were withheld for taxes and at what price?

To satisfy tax obligations tied to a Section 83(b) election, 40,262.529 shares of TEGNA common stock were withheld at a price of $19.58 per share.

How many TEGNA shares does the executive beneficially own after the reported transactions?

Following the transactions, the officer beneficially owned 171,272.532 TEGNA common shares directly and 10,548.541 shares indirectly through a 401(k) plan.

How is this TEGNA insider transaction related to the Nexstar merger agreement?

The filing states that the restricted stock units were converted into restricted shares and a Section 83(b) election was made to mitigate potential tax consequences under Sections 280G and 4999 of the Internal Revenue Code, in connection with consummation of transactions under the August 18, 2025 Agreement and Plan of Merger among TEGNA Inc., Nexstar Media Group, Inc. and Teton Merger Sub, Inc.