Tegna Inc.

03/03/2026 | Press release | Distributed by Public on 03/03/2026 16:42

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
McClelland Clifton A. III
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, Cntlr and Prin. Acc. Off.
(Last) (First) (Middle)
C/O TEGNA INC., 8401 GREENSBORO DRIVE, SUITE 300
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026
(Street)
MCLEAN, VA 22102
4. If Amendment, Date 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
(City) (State) (Zip)
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 8,053.956 A (1) 78,317.21 D
Common Stock 02/27/2026 M 2,729 A (1) 81,046.21 D
Common Stock 02/27/2026 M 3,635 A (1) 84,681.21 D
Common Stock 02/27/2026 M 4,752.75 A (1) 89,433.96 D
Common Stock 02/27/2026 M 3,613.5 A (1) 93,047.46 D
Common Stock 02/27/2026 F(2) 7,164.943 D $20.95 85,882.517 D
Common Stock 9,530.31 I By 401(k) Plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 8,053.956 (3) (3) Common Stock 8,053.956 $ 0 0 D
Restricted Stock Units (1) 02/27/2026 M 2,729 (4) (4) Common Stock 2,729 $ 0 0 D
Restricted Stock Units (1) 02/27/2026 M 3,635 (5) (5) Common Stock 3,635 $ 0 3,634 D
Restricted Stock Units (1) 02/27/2026 M 4,752.75 (6) (6) Common Stock 4,752.75 $ 0 9,505.5 D
Restricted Stock Units (1) 02/27/2026 M 3,613.5 (7) (7) Common Stock 3,613.5 $ 0 10,840.5 D
Restricted Stock Units (1) 03/01/2026 A 20,749 (8) (8) Common Stock 20,749 $ 0 20,749 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McClelland Clifton A. III
C/O TEGNA INC.
8401 GREENSBORO DRIVE, SUITE 300
MCLEAN, VA 22102
SVP, Cntlr and Prin. Acc. Off.

Signatures

/s/ Marc S. Sher, attorney-in-fact 03/03/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 restricted stock units 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 vested as to 2,729 shares 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.
(5) The restricted stock units vested as to 3,635 shares on February 27, 2026 and vest as to the remaining shares on February 28, 2027. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 2, 2026 and (b) following vesting 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 on March 1, 2027.
(6) The restricted stock units vested as to 4,752.750 shares on February 27, 2026 and vest as to the remaining shares in two equal annual installments on each of February 28, 2027 and February 29, 2028. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 2, 2026 and (b) following vesting 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 two equal annual installments beginning on March 1, 2027.
(7) The restricted stock units vested as to 3,613.500 shares on February 27, 2026 and vest as to the remaining shares in three equal annual installments on each of February 28, 2027, February 29, 2028 and February 28, 2029. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 2, 2026 and (b) following vesting 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 three equal annual installments beginning on March 1, 2027.
(8) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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