McClelland Clifton A. III 4

What Happened Clifton A. McClelland III, Senior Vice President, Controller and Principal Accounting Officer of TEGNA Inc., had rights to and/or shares converted into cash under the Nexstar merger and received $22.00 per share. On March 19, 2026 he had dispositions to the issuer totaling 174,296.273 shares (combination of stock and derivative awards) for aggregate proceeds of $3,834,518. Transactions listed on the Form 4 were dispositions to the issuer (code D) as part of the merger consideration.

Key Details

• Transaction date: March 19, 2026; cash price: $22.00 per share.
• Line-item disposals reported:
  • 85,882.517 shares — $1,889,415
  • 9,530.311 shares — $209,667
  • 44,729 shares (derivative) — $984,038
  • 24,549.9 shares (derivative) — $540,098
  • 9,604.545 shares (derivative) — $211,300
• Total shares cashed out: 174,296.273; total proceeds: $3,834,518.
• Footnotes: RSU, PSU and phantom share-unit awards were cancelled or converted into the $22-per-share merger consideration under the Merger Agreement with Nexstar (see filing footnotes).
• Transaction type: Disposition to issuer (merger cash-out), not an open-market sale; filing dated March 23, 2026 (covering Mar 19 transaction) — filed within the Form 4 reporting window (timely).
• Shares owned after the transaction: not specified in the supplied filing details.

Context These disposals were payments of merger consideration (convert-and-cash-out of restricted and phantom awards) pursuant to the August 18, 2025 Merger Agreement with Nexstar, rather than routine open-market sales. Such merger-related cash-outs are administrative outcomes of the deal and do not necessarily signal the insider’s private view on the security. Purchases typically carry more weight as bullish signals; this filing mainly records conversion of equity awards into the agreed $22 cash per share.