McClelland Clifton A. III 4

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.