Shareholders' equity

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Shareholders' equity

NOTE 9 – Shareholders’ equity

As of December 31, 2025, and 2024, our authorized capital was comprised of 800 million shares of common stock and 2 million shares of preferred stock. No shares of preferred stock were issued or outstanding as of December 31, 2025 or 2024. As of December 31, 2025, shareholders’ equity of TEGNA included 161.1 million common shares that were outstanding (net of 7.1 million shares of common stock held in treasury). As of December 31, 2024, shareholders’ equity of TEGNA included 159.9 million common shares that were outstanding (net of 164.5 million shares of common stock held in treasury). The decline in treasury stock is primarily due to the share retirement that occurred in the fourth quarter of 2025. See Note 1 for additional information.

Capital stock and earnings per share

We report earnings per share on two bases, basic and diluted. All basic earnings per share amounts are based on the weighted average number of common shares outstanding during the year. The calculation of diluted earnings per share includes the dilutive effects for the assumed vesting of outstanding restricted stock units, restricted stock awards and performance share awards. The diluted earnings per share amounts exclude the effects of approximately 30 thousand and 270 thousand stock awards for 2025 and 2024, respectively, as their inclusion would be accretive to earnings per share.

Our earnings per share (basic and diluted) for 2025, 2024, and 2023 are presented below (in thousands, except per share amounts):

	2025			2024			2023
Net income	$	219,472		$	599,043		$	476,347
Net loss attributable to the noncontrolling interest		384			775			377
Adjustment of redeemable noncontrolling interest to redemption value		(912	)		(2,280	)		(1,771	)
Earnings available to common shareholders	$	218,944		$	597,538		$	474,953
Weighted average number of common shares outstanding - basic		161,416			168,434			207,594
Effect of dilutive securities:
Restricted stock units		802			603			220
Restricted stock awards		13			—			—
Performance share awards		134			128			133
401(k) match shares		455			—			—
Weighted average number of common shares outstanding - diluted		162,820			169,165			207,947
Earnings per share - basic	$	1.36		$	3.55		$	2.29
Earnings per share - diluted	$	1.34		$	3.53		$	2.28

Historically, we made matching contributions to eligible employees participating in our 401(k) plan on a bi-weekly basis. We amended the 401(k) plan effective January 1, 2025 so that, as of that date we will make annual matching contributions to eligible employees in the first quarter of the following year, meaning that matching contributions earned in 2025 were made in a lump sum in the form of TEGNA shares to eligible employees in the first quarter of 2026. We have included the dilutive impact of the 401(k) match that has been earned, but not yet contributed, in the dilutive shares calculation above.

Share repurchases

On June 2, 2023, we entered into an accelerated share repurchase program (the first ASR) with JPMorgan Chase Bank, National Association (JPMorgan). Under the terms of the first ASR, we repurchased $300 million in TEGNA common stock from JPMorgan, with an initial delivery of approximately 15.2 million shares received on June 6, 2023, representing 80% ($240 million) of the value of the first ASR contract. The first ASR program was completed in August 2023 at which time JPMorgan delivered an additional 3.1 million shares to us. The final share settlement was based on the average daily volume-weighted average price of TEGNA shares during the term of the first ASR program, less a discount, less the previously delivered 15.2 million shares.

In the third quarter of 2023, 1.7 million shares were repurchased at an average share price of $15.96 for an aggregate cost of $27.9 million. These shares were repurchased under the share repurchase program that the Board of Directors authorized in December 2020 and expired on December 31, 2023.

On November 9, 2023, we entered into a second accelerated share repurchase (the second ASR) program with JPMorgan. Under the terms of the second ASR, we repurchased $325 million in TEGNA common stock from JPMorgan, with an initial delivery of approximately 17.3 million shares received on November 13, 2023, representing 80% ($260 million) of the value of the second ASR contract. The second ASR program was completed in February 2024, at which time JPMorgan delivered an additional 4.0 million shares to us. The final share settlement was based on the average daily volume-weighted average price of TEGNA shares during the term of the second ASR program, less a discount, less the previously delivered 17.3 million shares.

In December 2023, our Board of Directors authorized a share repurchase program for up to $650.0 million of our common stock through December 31, 2025. In 2024, we repurchased 18.6 million shares under this program at an average share price of $14.79 for an aggregate cost of $274.8 million. We did not repurchase any shares under the repurchase program in 2025, and the December 2023 share repurchase program expired. Under the terms of the Merger Agreement, TEGNA is not permitted to repurchase its common stock during the pendency of the Merger.

Employee Awards Stock-Based Compensation Plans

In April 2020, our shareholders approved the adoption of the TEGNA Inc. 2020 Omnibus Incentive Compensation Plan (the Omnibus Plan). The Omnibus Plan reserved for the issuance of an additional 20.0 million shares of our common stock. The Omnibus Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units (RSUs), PSAs, and other equity-based and cash-based awards. Awards may be granted to our employees and members of the Board of Directors. The Omnibus Plan provides that shares of common stock subject to awards granted become available again for issuance if such awards are canceled or forfeited.

Performance share awards (PSA) program - The Leadership Development and Compensation Committee (LDCC) of the Board of Directors has established a long-term incentive performance share program for certain of our executives under the Plan. The number of shares earned under the PSAs program is determined based on the achievement of certain financial performance criteria (specifically, adjusted EBITDA and free cash flow as a percent of revenue, as defined by the PSA agreement) over a two-year cumulative financial performance period. If the financial performance criteria are met and certified by the LDCC, the shares earned under the PSA will be subject to an additional one-year service period before the common stock is released to the participating employees. The PSAs do not pay dividends or allow voting rights during the three-year incentive period. Therefore, the fair value of the PSA is the quoted market value of our stock on the grant date less the present value of the expected dividends not received during the relevant performance period. The PSA provides the LDCC with limited discretion to make adjustments to the financial targets to ensure consistent year-to-year comparison for the performance criteria. For expense recognition, in the period it becomes probable that the minimum performance criteria specified in the PSA will be achieved, we recognize expense, net of estimated forfeitures, for the proportionate share of the total fair value of the shares subject to the PSA related to the vesting period that has already lapsed. During each reporting period during the two-year performance period, we adjust the fair value of the PSAs to the quoted market value of our stock price. In the event we determine it is no longer probable that we will achieve the minimum performance criteria specified in the PSA, we reverse all the previously recognized compensation expense in the period such a determination is made.

Restricted stock units (RSU) program - We also issue stock-based compensation to eligible employees in the form of RSUs. These awards generally entitle employees to receive at the end of a specified vesting period one share of common stock for each RSU granted, conditioned on continued employment for the relevant vesting period. In most cases, the vesting period is typically four years and RSUs vest 25% per year and settle annually. RSUs do not pay dividends or confer voting rights in respect of the underlying common stock during the vesting period. RSUs are valued based on the fair value of our common stock on the date of grant less the present value of the expected dividends not received during the relevant vesting period. The fair value of the RSU, less estimated forfeitures, is recognized as compensation expense ratably over the vesting period.

Restricted stock awards (RSA) program - We issued RSAs to certain employees in the fourth quarter of 2025 to replace certain RSU awards of those employees, which were simultaneously cancelled. These awards entitle employees to receive at the end of a specified vesting period (which was identical to the vesting period for the corresponding award that was cancelled) one share of common stock for each RSA granted, conditioned on continued employment for the relevant vesting period. These RSAs vest 25% per year and settle annually. RSAs pay dividends and confer voting rights in respect of the underlying common stock during the vesting period. RSAs are valued based on the fair value of our common stock on the date of grant. The fair value of the RSA is recognized as compensation expense ratably over the vesting period.

We generally grant both RSUs and PSAs annually to eligible employees in the first quarter of each year. RSAs are granted on a discretionary basis.

Employee Awards Stock-based Compensation Expense: The following table shows the stock-based compensation related amounts recognized in the Consolidated Statements of Income for equity awards (in thousands):

	2025		2024		2023
RSUs	$	14,342	$	29,544	$	20,931
RSAs		4,556		—		—
PSAs		7,280		8,988		3,566
Total employee awards stock-based compensation		26,178		38,532		24,497
Total income tax benefit		9,042		8,236		9,072
Employee awards stock-based compensation net of tax	$	17,136	$	30,296	$	15,425

RSUs: As of December 31, 2025, there was $23.3 million of unrecognized compensation cost related to unvested RSUs. This amount will be adjusted for future changes in estimated forfeitures and recognized on a straight-line basis over a weighted average period of 2.5 years. A summary of the RSUs activity is presented below:

	2025					2024					2023
RSU	Shares			Weighted average fair value		Shares			Weighted average fair value		Shares			Weighted average fair value
Unvested at beginning of year		3,487,234		$	15.39		3,465,380		$	17.12		2,543,732		$	17.80
Granted		1,466,264			17.01		2,060,749			13.43		2,289,278			16.09
Vested		(1,570,205	)		16.15		(1,683,051	)		16.44		(1,122,923	)		16.41
Cancelled		(1,336,530	)		15.43		(355,844	)		15.99		(244,707	)		17.78
Unvested at end of year		2,046,763		$	15.94		3,487,234		$	15.39		3,465,380		$	17.12

RSAs: As of December 31, 2025, there was $8.8 million of unrecognized compensation cost related to unvested RSAs. This amount will be adjusted for future changes in estimated forfeitures and recognized on a straight-line basis over a weighted average period of 1.6 years. A summary of the RSAs activity is presented below:

	2025					2024				2023
RSA	Shares			Weighted average fair value		Shares		Weighted average fair value		Shares		Weighted average fair value
Unvested at beginning of year		—		$	—		—	$	—		—	$	—
Granted		833,157			16.03		—		—		—		—
Vested1		(428,208	)		15.96		—		—		—		—
Cancelled		—			—		—		—		—		—
Unvested at end of year		404,949		$	16.11		—	$	—		—	$	—

1 Vested RSAs are related to shares retained for tax withholding.

PSAs: As of December 31, 2025, there was $10.7 million of unrecognized compensation cost related to non-vested PSAs (holding valuation inputs as of December 31, 2025 constant). This amount will be recognized as expense over a weighted average period of 1.9 years. A summary of the PSAs activity is presented below:

	2025					2024					2023
PSA	Shares			Weighted average fair value		Shares			Weighted average fair value		Shares			Weighted average fair value
Unvested at beginning of year		1,335,345		$	14.22		948,021		$	18.16		986,104		$	18.18
Granted		549,905			16.66		1,132,073			12.72		642,413			16.33
Vested		(431,386	)		16.77		(604,102	)		16.72		(564,159	)		16.21
Cancelled		(293,653	)		13.32		(140,647	)		15.23		(116,337	)		18.25
Unvested at end of year		1,160,211		$	14.48		1,335,345		$	14.22		948,021		$	18.16

Accumulated other comprehensive loss

The elements of our Accumulated Other Comprehensive Loss (AOCL) principally consisted of pension, retiree medical and life insurance liabilities, foreign currency translation and an unrealized gain on our available-for-sale investment. The following tables summarize the components of, and changes in AOCL, net of tax (in thousands):

2025	Retirement Plans			Foreign Currency Translation(1)			Total
Balance at beginning of year	$	(107,176	)	$	532		$	(106,644	)
Other comprehensive income before reclassifications		991			—			991
Amounts classified from AOCL		4,232			(532	)		3,700
Balance at end of year	$	(101,953	)	$	—		$	(101,953	)

2024	Retirement Plans			Foreign Currency Translation(1)		Total
Balance at beginning of year	$	(120,142	)	$	532	$	(119,610	)
Other comprehensive income before reclassifications		824			—		824
Amounts classified from AOCL		12,142			—		12,142
Balance at end of year	$	(107,176	)	$	532	$	(106,644	)

2023	Retirement Plans			Foreign Currency Translation(1)		Total
Balance at beginning of year	$	(126,065	)	$	532	$	(125,533	)
Other comprehensive loss before reclassifications		1,769			—		1,769
Amounts classified from AOCL		4,154			—		4,154
Balance at end of year	$	(120,142	)	$	532	$	(119,610	)

(1) Our entire foreign currency translation adjustment is related to our CareerBuilder investment. We previously recorded our share of foreign currency translation adjustments through our equity method investment, however, accounting for this investment has been suspended as its carrying value has declined to $0.

AOCL components are included in the computation of net periodic post-retirement costs which include pension costs discussed in Note 6 and our other post-retirement benefits (health care and life insurance benefits). Reclassifications out of AOCL related to these post-retirement plans and a realized gain on an available-for-sale investment included the following (in thousands):

	2025			2024			2023
Amortization of prior service (credit) cost, net	$	(235	)	$	90		$	(464	)
Amortization of actuarial loss		5,961			5,941			6,054
Pension settlement charge		—			10,316			—
Foreign currency		(560	)		—			—
Total reclassifications, before tax		5,166			16,347			5,590
Income tax effect		(1,466	)		(4,205	)		(1,436	)
Total reclassifications, net of tax	$	3,700		$	12,142		$	4,154