EVP and COO, Media Operations Trelstad Lynn B. converted options into 8,321 shares, returned $49,939 worth of shares to the company (2,990 units at $16.70) and covered exercise/tax liability with 2,348 shares (SEC Form 4)
$TGNA
Broadcasting
Industrials
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TEGNA INC [ TGNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/31/2025 | M | 2,990.354 | A | (1) | 35,845.778 | I | By Spouse | ||
| Common Stock | 07/31/2025 | D | 2,990.354 | D | $16.7 | 32,855.424 | I | By Spouse | ||
| Common Stock | 08/01/2025 | M | 1,177 | A | (2) | 34,032.424 | I | By Spouse | ||
| Common Stock | 08/01/2025 | M | 1,015.667 | A | (2) | 35,048.091 | I | By Spouse | ||
| Common Stock | 08/01/2025 | M | 1,353 | A | (2) | 36,401.091 | I | By Spouse | ||
| Common Stock | 08/01/2025 | M | 1,785.208 | A | (2) | 38,186.299 | I | By spouse | ||
| Common Stock | 08/01/2025 | F(3) | 2,348.229 | D | $16.07 | 35,838.07 | I | By Spouse | ||
| Common Stock | 109,432.54 | D | ||||||||
| Common Stock | 11,054.221 | I | By 401(k) Plan | |||||||
| Common Stock | 6,311.18 | I | By Spouse through 401(k) Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Phantom Stock | (1) | 07/31/2025 | M | 2,990.354 | 07/31/2025(1) | 07/31/2025(1) | Common Stock | 2,990.354 | (1) | 0 | I | By Spouse | |||
| Restricted Stock Units | (2) | 08/01/2025 | M | 1,177 | (4) | (4) | Common Stock | 1,177 | $0 | 0 | I | By Spouse | |||
| Restricted Stock Units | (2) | 08/01/2025 | M | 1,015.667 | (4) | (4) | Common Stock | 1,015.667 | $0 | 0 | I | By Spouse | |||
| Restricted Stock Units | (2) | 08/01/2025 | M | 1,353 | (4) | (4) | Common Stock | 1,353 | $0 | 0 | I | By Spouse | |||
| Restricted Stock Units | (2) | 08/01/2025 | M | 1,785.208 | (4) | (4) | Common Stock | 1,785.208 | $0 | 0 | I | By Spouse | |||
| Explanation of Responses: |
| 1. Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock. Pursuant to the Issuer's Deferred Compensation Plan, the reporting person's spouse became entitled to receive a cash payment in settlement of the reporting person's spouse's phantom stock based on the Issuer's closing market price on July 31, 2025. |
| 2. Each restricted stock unit represents a contingent right to receive one share of the underlying common stock. |
| 3. Represents shares of common stock withheld to satisfy the reporting person's spouse's tax obligation. |
| 4. The reporting person's spouse retired from the Issuer on January 31, 2025. Corresponding shares of the Issuer's common stock underlying vested restricted stock units are being delivered to the reporting person's spouse following the six-month delay required under Section 409A of the Internal Revenue Code following the reporting person's spouse's retirement. All other unvested restricted stock units were forfeited as a result of the reporting person's spouse's retirement. |
| Remarks: |
| /s/ Marc S. Sher, attorney-in-fact | 08/04/2025 | |
| ** 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. | ||