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TEGNA INC Director's Dealing 2026

Mar 3, 2026

31281_dirs_2026-03-03_2aec08b9-10b6-428f-b40e-b9cda8d8d80d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEGNA INC (TGNA)
CIK: 0000039899
Period of Report: 2026-02-27

Reporting Person: McClelland Clifton A. III (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2026-02-27 Common Stock M 8053.956 Acquired 78317.210 Direct
2026-02-27 Common Stock M 2729 Acquired 81046.210 Direct
2026-02-27 Common Stock M 3635 Acquired 84681.210 Direct
2026-02-27 Common Stock M 4752.750 Acquired 89433.960 Direct
2026-02-27 Common Stock M 3613.500 Acquired 93047.460 Direct
2026-02-27 Common Stock F 7164.943 $20.95 Disposed 85882.517 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2026-02-27 2023 Performance Shares $ M 8053.956 Disposed Common Stock (8053.956) Direct
2026-02-27 Restricted Stock Units $ M 2729 Disposed Common Stock (2729) Direct
2026-02-27 Restricted Stock Units $ M 3635 Disposed Common Stock (3635) Direct
2026-02-27 Restricted Stock Units $ M 4752.750 Disposed Common Stock (4752.750) Direct
2026-02-27 Restricted Stock Units $ M 3613.500 Disposed Common Stock (3613.500) Direct
2026-03-01 Restricted Stock Units $ A 20749 Acquired Common Stock (20749) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 9530.31 Indirect

Footnotes

F1: Each 2023 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 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.