McClelland Clifton A. III 4
4 · TEGNA INC · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
TEGNA (TGNA) SVP Clifton McClelland Exercises Awards; Shares Withheld
What Happened Clifton A. McClelland III, SVP, Controller and Principal Accounting Officer of TEGNA, had multiple 2023 performance shares and restricted stock units (derivatives) vest/convert on Feb 27, 2026 (listed as exercise/conversion, code M). The filing shows conversion of 22,784.206 derivative units into shares and a separate tax-withholding disposition of 7,164.943 shares at $20.95 each for $150,106 (code F). The vested/delivered shares were issued to him (portions delivered on March 2, 2026); the report also shows an award/acquisition of 20,749 derivative units on March 1, 2026 (code A).
Key Details
- Transaction dates: Primary conversions/vests recorded Feb 27, 2026; shares delivered to the reporting person on March 2, 2026 as noted in footnotes. Grant/acquisition reported Mar 1, 2026.
- Amounts and values: Conversions totaling 22,784.206 shares (derivative conversions reported at $0); 7,164.943 shares were withheld/surrendered to satisfy taxes at $20.95/share = $150,106.
- Shares owned after transaction: The filing does not state total common shares held following these transactions.
- Footnotes: Explain that 2023 Performance Shares and various RSUs vested on Feb 27, 2026 (F1–F7), some vested portions were delivered Mar 2, 2026, and remaining RSU installments have scheduled future delivery dates. F2 confirms share withholding to satisfy tax obligations.
- Timeliness: Form 4 was filed Mar 3, 2026 for transactions dated Feb 27, 2026 — filed within the Form 4 required period (timely).
Context
- Transaction codes: M = exercise/conversion of derivative (performance shares/RSUs); F = payment/withholding for tax liability; A = grant/award. The withholding is a routine "sell/withhold to cover taxes" rather than an open-market sale — common when awards vest and not necessarily a market sentiment signal.
- Some converted units were delivered immediately (Mar 2) while other vested units remain subject to scheduled future deliveries per the award terms; the March 1 entry (20,749 derivative units) reflects acquisition/award reporting for outstanding/remaining units.
Insider Transaction Report
Form 4
TEGNA INCTGNA
McClelland Clifton A. III
SVP, Cntlr and Prin. Acc. Off.
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-27+8,053.956→ 78,317.21 total - Exercise/Conversion
Common Stock
[F1]2026-02-27+2,729→ 81,046.21 total - Exercise/Conversion
Common Stock
[F1]2026-02-27+3,635→ 84,681.21 total - Exercise/Conversion
Common Stock
[F1]2026-02-27+4,752.75→ 89,433.96 total - Exercise/Conversion
Common Stock
[F1]2026-02-27+3,613.5→ 93,047.46 total - Tax Payment
Common Stock
[F2]2026-02-27$20.95/sh−7,164.943$150,106→ 85,882.517 total - Exercise/Conversion
2023 Performance Shares
[F1][F3]2026-02-27−8,053.956→ 0 total→ Common Stock (8,053.956 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-02-27−2,729→ 0 total→ Common Stock (2,729 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5]2026-02-27−3,635→ 3,634 total→ Common Stock (3,635 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F6]2026-02-27−4,752.75→ 9,505.5 total→ Common Stock (4,752.75 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F7]2026-02-27−3,613.5→ 10,840.5 total→ Common Stock (3,613.5 underlying) - Award
Restricted Stock Units
[F1][F8]2026-03-01+20,749→ 20,749 total→ Common Stock (20,749 underlying)
Holdings
- 9,530.31(indirect: By 401(k))
Common Stock
Footnotes (8)
- [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.
Signature
/s/ Marc S. Sher, attorney-in-fact|2026-03-03