TEGNA INC — Director's Dealing 2025

Mar 4, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEGNA INC (TGNA)
CIK: 0000039899
Period of Report: 2025-02-28

Reporting Person: Trelstad Lynn B. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-28	Common Stock	M	24456.118	—	Acquired	179072.653	Direct
2025-02-28	Common Stock	M	7361	—	Acquired	186433.653	Direct
2025-02-28	Common Stock	M	6651	—	Acquired	193084.653	Direct
2025-02-28	Common Stock	M	8858	—	Acquired	201942.653	Direct
2025-02-28	Common Stock	M	15214.500	—	Acquired	217157.153	Direct
2025-02-28	Common Stock	F	27724.613	$18.20	Disposed	189432.540	Direct
2025-02-28	Common Stock	M	2161.300	—	Acquired	33599.992	Indirect
2025-02-28	Common Stock	F	744.568	$18.20	Disposed	32855.424	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-28	2022 Performance Shares	$	M	24456.118	Disposed		Common Stock (24456.118)	Direct
2025-02-28	Restricted Stock Units	$	M	7361	Disposed		Common Stock (7361)	Direct
2025-02-28	Restricted Stock Units	$	M	6651	Disposed		Common Stock (6651)	Direct
2025-02-28	Restricted Stock Units	$	M	8858	Disposed		Common Stock (8858)	Direct
2025-02-28	Restricted Stock Units	$	M	15214.500	Disposed		Common Stock (15214.500)	Direct
2025-02-28	2022 Performance Shares	$	M	2161.300	Disposed		Common Stock (2161.300)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10899.826	Indirect
Common Stock	6223.083	Indirect

Footnotes

F1: Each 2022 Performance Share and restricted stock unit represents a contingent right to receive one share of the underlying common stock.

F2: Represents shares of common stock withheld to satisfy the reporting person's tax obligation upon the vesting of 2022 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.

F3: Represents shares of common stock withheld to satisfy the reporting person's spouse's tax obligation upon the vesting of 2022 Performance Shares and the corresponding acquisition of shares of common stock by the reporting person's spouse pursuant to the Issuer's 2020 Omnibus Incentive Compensation Plan.

F4: The 2022 Performance Shares vested on February 28, 2025. The corresponding shares of the Issuer's common stock were delivered to the reporting person as to the vested shares on March 1, 2025.

F5: The 2022 Performance Shares vested on February 28, 2025. The corresponding shares of the Issuer's common stock were delivered to the reporting person's spouse as to the vested shares on March 1, 2025. The amount reported represents a prorated number of 2022 Performance Shares that were delivered in light of the reporting person's spouse's retirement from the registrant on January 31, 2025.

F6: The restricted stock units vested as to 7,361 shares on February 28, 2025. The corresponding shares of the Issuer's common stock were delivered to the reporting person as to the vested shares on March 1, 2025.

F7: The restricted stock units vested as to 6,651 shares on February 28, 2025 and vest as to the remaining shares on February 28, 2026, except as otherwise described in footnote 10. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 1, 2025 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, are expected to be delivered to the reporting person as set forth in footnote 10.

F8: The restricted stock units vested as to 8,858 shares on February 28, 2025 and vest as to the remaining shares in two equal annual installments on each of February 28, 2026 and February 28, 2027, except as otherwise described in footnote 10. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 1, 2025 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, are expected to be delivered to the reporting person as set forth in footnote 10.

F9: The restricted stock units vested as to 15,214.500 shares on February 28, 2025 and vest as to the remaining shares in three equal annual installments on each of February 28, 2026, February 28, 2027 and February 29, 2028, except as otherwise described in footnote 10. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 1, 2025 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, are expected to be delivered to the reporting person as set forth in footnote 10.

F10: As previously reported, the reporting person's employment with the Issuer is expected to terminate on or before August 31, 2025 as a result of the elimination of the reporting person's position by the Issuer. Upon such a termination, the number of restricted stock units that are scheduled to vest on February 28, 2026, February 28, 2027 and February 29, 2028 will be prorated pursuant to the terms of the applicable award agreements, and the corresponding shares of the Issuer's common stock will be delivered following the termination date.