Cox Thomas R. 4

What Happened Thomas R. Cox, SVP and Chief Growth Officer of TEGNA Inc. (TGNA), had 16,610.976 2023 performance-share units vest and convert to common stock on Feb 27, 2026. To satisfy tax withholding on the vesting, 5,739.958 shares were withheld and treated as disposed at $20.95 per share, totaling $120,252. The vested shares were delivered to Cox on March 2, 2026. Separately, on March 1, 2026 Cox received a grant of 88,563 restricted stock units (RSUs) (no cash exchanged).

Key Details

• Transaction dates: Performance shares vested/converted Feb 27, 2026; RSU grant dated Mar 1, 2026; shares delivered Mar 2, 2026; Form 4 filed Mar 3, 2026.
• Vesting/conversion: 16,610.976 performance shares converted to common stock (derivative exercise/conversion).
• Tax withholding (routine): 5,739.958 shares withheld at $20.95/share = $120,252 (reported as disposition to cover taxes).
• New award: 88,563 RSUs granted on Mar 1, 2026 (no cash value reported at grant on Form 4).
• Shares owned after transaction: Not specified in this filing.
• Filing timeliness: Filed on Mar 3, 2026 for a Feb 27, 2026 vesting — appears timely (within Form 4 reporting window).
• Relevant footnotes: F1–F3 describe that each performance share/RSU converts to one common share; the 2023 performance shares vested Feb 27 and were delivered Mar 2; F4 gives the RSU vesting schedule (four equal annual installments beginning Mar 1, 2027, unless accelerated).

Context This was not an open-market purchase or sale for investment purposes but the vesting/conversion of previously awarded performance shares and a routine tax-withholding event (common “cashless” withholding). The RSU grant is a forward-looking compensation award that vests annually 2027–2030 and does not by itself indicate an immediate market buy or sell.