TEGNA (TGNA) CEO Michael Steib awarded 157,571 2024 Performance Shares

Rhea-AI Filing Summary

Steib Michael F reported acquisition or exercise transactions in this Form 4 filing.

TEGNA INC President and CEO Michael F. Steib received an award of 157,571 2024 Performance Shares. Each Performance Share represents a contingent right to receive one share of TEGNA common stock.

The 2024 Performance Shares vest on February 28, 2027, with the vested common shares scheduled to be delivered to Steib on or about March 1, 2027, unless delivered earlier following certain employment or control change events.

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.

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		157,571		(2)	(2)	Common Stock	157,571	$0	157,571	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 insider transaction did TEGNA (TGNA) report for Michael F. Steib?

TEGNA reported that President and CEO Michael F. Steib received 157,571 2024 Performance Shares. These are stock-based incentive awards that can convert into an equal number of TEGNA common shares if vesting conditions are satisfied over the specified period.

How many 2024 Performance Shares did TEGNA (TGNA) grant to its CEO?

TEGNA granted Michael F. Steib 157,571 2024 Performance Shares. Each unit is a contingent right to one TEGNA common share, providing potential future equity compensation if the award vests according to the plan’s terms and conditions.

When do Michael F. Steib’s 2024 Performance Shares at TEGNA (TGNA) vest?

The 2024 Performance Shares granted to Michael F. Steib vest on February 28, 2027. Vesting means the award becomes earned, subject to the plan’s terms, allowing eventual delivery of TEGNA common stock if conditions have been met.

When will TEGNA (TGNA) common stock from the 2024 Performance Shares be delivered?

The vested TEGNA common stock corresponding to the 2024 Performance Shares is scheduled to be delivered to Michael F. Steib on or about March 1, 2027. Delivery may occur earlier after certain employment termination or change-in-control events under the award terms.

What does a 2024 Performance Share at TEGNA (TGNA) represent?

Each 2024 Performance Share represents a contingent right to receive one share of TEGNA common stock. The right only converts into actual shares if the award vests and the company subsequently delivers the underlying stock according to the specified schedule.

Is Michael F. Steib’s TEGNA (TGNA) award an open-market purchase or a grant?

The transaction is a grant, categorized as a grant, award, or other acquisition. It is equity compensation provided by TEGNA in the form of 2024 Performance Shares, not an open-market purchase of existing common stock by the executive.