TEGNA : 2023 Annual Report

2023 ANNUAL REPORT

KARE's (Minneapolis, Minn.) Boyd Huppert received the 2023 Lifetime Achievement Award from the Radio Television Digital News Association for his nearly four-decade career in television news.

ABOUT TEGNA

TEGNA Inc. (NYSE: TGNA) is an innovative media company that serves the greater good of our communities. Across platforms, TEGNA tells empowering stories, conducts impactful investigations and delivers innovative marketing solutions. With 64 television stations in 51 U.S. markets, TEGNA is the largest owner of top 4 network affiliates in the top 25 markets among independent station groups, reaching approximately 39 percent of all television households nationwide. TEGNA also owns leading multicast networks True Crime Network and Quest. TEGNA offers innovative solutions to help businesses reach consumers across television, digital and over-the-top (OTT) platforms, including Premion, TEGNA's OTT advertising service. For more information, visit www.TEGNA.com.

This report includes data and information from January 1, 2023, through December 31, 2023, unless stated otherwise.

1. TEGNA

LETTER TO SHAREHOLDERS

Dear Fellow Shareholders,

As we reflect on this past year, we are proud that we continue to make a positive impact through our work. We are incredibly grateful to be surrounded by a dedicated, talented team with an unyielding commitment to local journalism, serving our clients and fulfilling our purpose of serving the greater good of our communities. As local broadcasters, we take pride in our essential

role of delivering reliable news to keep our communities well-informed, as well as conducting investigations that have a profound impact, shaping both lives and laws.

Following the termination of the merger agreement in May 2023, TEGNA's Board of Directors refreshed our strategic priorities, including returning significant capital to our shareholders, driving increased efficiencies, and evaluating potential opportunities for future growth. TEGNA is back on offense, entering 2024 with significant focus on advancing our strategic and financial objectives.

WE ARE OPERATING FROM A POSITION OF STRENGTH

TEGNA's core business fundamentals remain the underlying driver of our ability to navigate a rapidly evolving industry. These include:

• Our high-quality local station brands in large and important markets provide irreplaceable, life-saving news and information and position us advantageously for the upcoming presidential election cycle.
• We have multi-year visibility into a significant portion of high-margin subscription revenues, which drive our dependable cash flows.
• Our industry-leading balance sheet includes no near-term maturities, attractively priced fixed-rate debt, and net leverage below 3.0x, allowing us to return significant capital to our shareholders and

pursue both organic growth and opportunities for bolt-on M&A.

TEGNA maintains an advantaged position within the broadcast sector, with local broadcasting providing a compelling long-term opportunity. TEGNA is the largest owner of Big 4 affiliates in the top 25 markets, including the largest independent owner of NBC affiliates and third largest of CBS affiliates. We recently reached comprehensive multi-yearagreement renewals with NBC and ABC covering nearly 25 percent of U.S. television households; these affiliate agreements continue to provide predictable, multi-yearfees and support our durable revenue streams. Year after year, local broadcasting remains the essential distribution channel for U.S. households. The vast and powerful reach of our broadcast distribution is enjoying a growing advantage in comparison to other far more fragmented competitors in the ecosystem, most specifically cable channels and programmers.

Our comprehensive capital allocation framework supports shareholder value creation. Capital return remains a key tenet of our strategy, and in early 2024, our Board approved a comprehensive capital allocation framework to support shareholder value creation for 2024-2025that includes a predictable and sustained

2023 Annual Report 1

use of free cash flow to shareholders. As part of this framework, we expect to return between 40 and 60 percent of free cash flow to our shareholders through buybacks and dividends generated in 2024-2025, with remaining free cash flow expected to be used for organic investments and/or bolt-on acquisitions and preparing for future debt retirement. These actions will build on our previous capital return of nearly $800 million of share repurchases and a 20 percent dividend increase in 2023. TEGNA will continue to analyze all uses of capital with a goal of maximizing long-term shareholder value creation and retaining our industry-leading balance sheet with a year-end 2024 net leverage target of below 3x.

IMPACTFUL, INNOVATIVE CONTENT AND BRANDS RESONATE WITH AUDIENCES

Delivering news that matters and impactful investigations that make a difference in people's lives are at the center of each one of our newsrooms. Stations' award-winninginvestigative series shed light on issues that might otherwise remain hidden or ignored. At its core, our investigative journalism seeks to uncover truths, hold the powerful accountable and empower citizens with knowledge. Stations' award- winning investigative work in 2023 includes:

• KARE in Minneapolis' The Gap: Failure to Treat, Failure to Protect, investigated systemic failures in the Minnesota legal system, which led to a change in Minnesota law regarding competency to stand trial and mental health treatment.

• WXIA in Atlanta's The Reveal: #Keeping uncovered a disturbing flaw in Georgia's social safety net that had been resulting in the abandonment of children with severe emotional and developmental disabilities to state custody.

• KING in Seattle's The Fraud Crusade, an investigative report on a misinformation campaign that sought to undermine public trust in Washington state's elections.
• KXTV in Sacramento's Fire - Power - Money: Who's Behind the PG&E Bailout?, the continuing

investigation into the most destructive wildfire in U.S. history, caused by PG&E, the nation's biggest utility.

VERIFY expanded its reach and impact in addressing misinformation and disinformation. Our national brand VERIFY, which helps viewers distinguish between true and false information, ended 2023 with approximately half a million followers across its various dedicated channels, which include TikTok, Snapchat and Instagram among others. Subscribers to VERIFY's YouTube channel nearly doubled in 2023, while its TikTok followers grew by 66 percent over the course of the year.

Our content connects with consumers across a number of digital platforms. Locked On Podcast Network, which TEGNA acquired in 2021, delivered 300 million audio downloads and video views to avid sports fans in 2023, a 37 percent increase over the previous year. Expansion into video remains a significant growth engine for Locked On. The network's video views on

Left: KARE's award-winning investigation, The Gap: Failure to Treat, Failure to Protect, sparked sweeping reforms in Minnesota's mental health and criminal justice systems.

Right: WLTX's (Columbia, S.C.) award-winning journalist Darci Strickland covers the Alex Murdaugh case.

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YouTube and multiple over-the-top (OTT) platforms increased by 95 percent year-over-year. Our stations' streaming apps, which are available on Roku, FireTV and other leading streaming platforms, expanded their reach significantly during 2023, generating more than

2.5 billion minutes of watch time, a 72 percent increase year-over-year.

Our recent agreements capitalize on the shift in local sports distribution. Professional sports teams and leagues are more acutely aware than anyone of the seismic shift happening in reach and distribution. They are excited about the chance to reach all consumers through broadcast partnerships, not just a smaller and smaller percentage of their addressable market. We've announced agreements with the Dallas Mavericks for WFAA and San Antonio Spurs for KENS to bring their games to each station's broadcast schedules. Games air live for free over-the-airand through stations' distribution with cable, satellite and streaming services.

Our advertising platforms support our customers' ever-growing needs in a rapidly evolving industry. Premion's recent acquisition of Octillion Media accelerates the capabilities our already successful organically grown Connected TV (CTV)/OTT advertising platform for regional and local advertisers. Octillion Media powers planning, buying, attribution and optimization tools for brands and agencies and will help Premion expand its capabilities in the marketplace and enhance its ability to meet ever-evolvingcustomer needs.

WE ARE COMMITTED TO INVESTING IN OUR EMPLOYEES AND ENHANCING OUR EQUITABLE AND INCLUSIVE CULTURE

We are committed to building a positive, engaged and inclusive culture. We strive to foster and maintain a positive corporate culture and seek feedback from our employees on ways we can accomplish this, including through our employee surveys and direct conversations. We continue to make progress on further embedding equity and inclusion as a cultural and business imperative at TEGNA that enables us to authentically represent the experiences and perspectives of all our audiences and fosters trust. We know there is more work to do, but with the support of our Board of Directors, management team, station management and employees, we are proud of the gains we have made.

TEGNA provides a range of development opportunities for employees and leaders to help expand their skills and prepare them to step into larger roles and expand their careers. Our Manager Training Program is based on TEGNA's critical leadership skills and provides managers a targeted and progressive curriculum. In 2022 and 2023, we trained 175 manager and director-levelemployees for a total of 3,500 hours of dedicated leadership training. We also enhanced our formal leadership development programs, including Leadership in Action and our Executive Leadership Development programs for future director-leveland VP-leveltalent.

Left: VERIFY helps combat disinformation and misinformation and helps viewers distinguish between true and false information.

Right: Premion, our industry-leading premium Connected TV/over-the-top advertising platform, makes it easy for regional and local advertisers to reach audiences at scale.

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We continue to invest in early career opportunities to support the next generation of journalists and leaders. Our Producer-in-Residence(PIR) program has grown to one of the largest entry-levelproducer development programs in the industry. We recruit PIR participants at major journalism schools as well as regional universities and colleges, including several historically Black institutions. More than 61 percent of participants in the program have been represented by journalists of color since the program's launch in 2018. In 2023, we hired 50 program graduates, with 64 percent represented by journalists of color and 60 percent identifying as female.

Our partnerships with The Poynter Institute and Horowitz Research support our multi-year Inclusive Journalism program. Our Inclusive Journalism program offers comprehensive training on unconscious bias, inclusive reporting, and leadership coaching across all 49 of our newsrooms. We are measuring outcomes of our program through content audits led by Horowitz Research. These audits foster fresh ways for our newsrooms to engage and better represent their communities and have resulted in the creation of Race and Culture positions and units, community Equity and

Inclusion committees, and new programs covering traditionally underrepresented communities and topics.

IN CLOSING

As we reflect on the achievements and challenges of the past year, we are immensely proud of our efforts to ensure our company effectively serves all our stakeholders. We remain deeply grateful to our dedicated employees for their unwavering commitment to serving our viewers with high-quality news and content that informs and supports our local communities. As we look ahead, we are confident in our collective ability to navigate the dynamic landscape before us and to continue delivering value to our shareholders, while staying true to our purpose and values. Thank you for your ongoing support and trust in our journey.

Sincerely,

Howard D. Elias, Chairman of the Board

Dave Lougee, President and Chief Executive Officer

Left: TEGNA's Producer-in-Residence program has grown to one of the largest entry-level producer development programs in the industry.

Center top: KXTV (Sacramento, Calif.) visited seven food banks to provide their neighbors in need with nutritious meals.

Center bottom: Employees selected by their general manager received grants to attend the 2023 National Association of Black Journalists conference.

Right: WXIA (Atlanta, Ga.) is an active participant in Hands On Atlanta's Martin Luther King Day of Service.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023
  ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from			to
				Commission file number 1-6961
				TEGNA INC.
		(Exact name of registrant as specified in its charter)
Delaware	16-0442930
(State or other jurisdiction of incorporation or				(I.R.S. Employer identification No.)
organization)
8350 Broad Street, Suite 2000,	22102-5151
Tysons, Virginia
(Address of principal executive offices)				(Zip Code)
[phone]
(Registrant's telephone number, including
area code)

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	TGNA	The New York Stock Exchange
	Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒	No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨	No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer	☒	Accelerated filer	¨	Non-accelerated filer ¨	Smaller reporting company	☐
					Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the

registered public accounting firm that prepared or issued its audit report.

Yes ☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting common equity held by non-affiliates of the registrant based on the closing sales price of the registrant's Common Stock as reported on The New York Stock Exchange on June 30, 2023, was $3,228,576,194. The registrant has no non-voting common equity. As of February 26, 2024,176,106,473 shares of the registrant's Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Information pertaining to Part III of this Form 10-K is incorporated by reference to our 2024 definitive proxy statement. The 2024 definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days of our fiscal year ended December 31, 2023.

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INDEX TO TEGNA INC.
Dec. 31, 2023 FORM 10-K
	Page
Part I
Business	3
Risk Factors	22
Unresolved Staff Comments	26
Cybersecurity	26
Properties	26
Legal Proceedings	26
Mine Safety Disclosures	26
Part II
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities	27
[Reserved]	29
Management's Discussion and Analysis of Financial Condition and Results of Operations	30
Quantitative and Qualitative Disclosures about Market Risk	48
Financial Statements and Supplementary Data	49
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	81
Controls and Procedures	81
Other Information	81
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	81
Part III
Directors, Executive Officers and Corporate Governance	82
Executive Compensation	82
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	82
Certain Relationships and Related Transactions, and Director Independence	82
Principal Accountant Fees and Services	82
Part IV
Exhibits and Financial Statement Schedules	83
Form 10-KSummary	92

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PART I

ITEM 1. BUSINESS

Our Business Overview

We are an innovative media company serving the greater good of our communities. Across platforms, we tell empowering stories, conduct impactful investigations and deliver innovative marketing services. With 64 television stations and two radio stations in 51 U.S. markets, we are the largest owner of top four network affiliates in the top 25 markets among independent station groups, reaching approximately 39% of U.S. television households. We also own leading multicast networks True Crime Network and Quest. Each television station also has a robust digital presence across online, mobile, connected television and social platforms, reaching consumers on all devices and platforms they use to consume news content. We have been consistently honored with the industry's top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards. Through TEGNA Marketing Solutions (TMS), our integrated sales and back-end fulfillment operations, we deliver results for advertisers across television, digital and over-the-top (OTT) platforms, including Premion, our OTT advertising network.

Terminated Merger Agreement

On February 22, 2022, we entered into an Agreement and Plan of Merger (as amended, the Merger Agreement), with Teton Parent Corp., a newly formed Delaware corporation (Parent), Teton Merger Corp., a newly formed Delaware corporation and an indirect wholly owned subsidiary of Parent, and solely for purposes of certain provisions specified therein, other subsidiaries of Parent, certain affiliates of Standard General L.P., a Delaware limited partnership and CMG Media Corporation, a Delaware corporation, and certain of its subsidiaries.

On May 22, 2023, after a protracted regulatory review, we terminated the Merger Agreement in accordance with its terms. Under the terms of the Merger Agreement, Parent was required to pay us a $136.0 million fee as a result of this termination. In lieu of cash payment for the termination fee, we agreed to accept from Parent 8.6 million shares of the Company's common stock, which Parent transferred to the Company on June 1, 2023.

Our Operating Structure

We have one operating and reportable segment, which generated revenues of $2.9 billion in 2023. The primary sources of our revenues are: 1) subscription revenues, reflecting fees paid by satellite, cable, OTT (companies that deliver video content to consumers over the Internet) and telecommunications providers to carry our television signals on their systems; 2) advertising & marketing services (AMS) revenues, which include local and national non-political television advertising, digital marketing services (including Premion), and advertising on stations' websites, tablet and mobile products and OTT apps; 3) political advertising revenues, which are driven by even-year election cycles at the local and national level (e.g. 2022, 2024, etc.) and particularly in the second half of those years; and 4) other services, such as production of programming, tower rentals and distribution of our local news content.

The advertising revenues generated by a station's local news programs make up a significant part of its total advertising revenues. Advertising pricing is influenced by demand for advertising time. This demand is influenced by a variety of factors, including the size and demographics of the local populations, the concentration of businesses, local economic conditions, and the popularity or ratings of the station's programming. Almost all national advertising is placed through our centralized internal national sales force, while local advertising time is sold by each station's own local sales force.

Our television stations produce local programming such as news, sports, weather, and entertainment. In addition, our portfolio of "Big 4" NBC, CBS, ABC and FOX stations operate under long-term network affiliation agreements. Generally, a network provides programming to its affiliated television stations and the network sells commercial advertising for certain of the available advertising spots within such programming, while our television stations sell the remaining available commercial advertising spots within such programming.

Broadcast affiliates and their network partners continue to have the broadest appeal in terms of household viewership, viewing time and audience reach. The overall reach of events such as the Olympics and NFL football, along with our extensive local news and non-news programming, continues to surpass the reach in viewership of individual cable channels. Our ratings and reach are driven by the quality of programs we and our network partners produce and by the strong local connections we have to our communities, which gives us a unique position among the numerous program choices viewers have, regardless of platform.

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Our Strategy

Our highly qualified Board of Directors is actively engaged and regularly reviews, guides and oversees the development and implementation of our strategy. Our Board of Directors and management team are committed to executing on the following five- pillar strategy designed to create shareholder value:

1. Continue to be a best-in-class operator;
2. Disciplined pursuit of accretive M&A opportunities, including adjacent businesses and technologies;
3. Pursuing growth opportunities through organic innovation, such as Premion, our best in class OTT advertising service;
4. Maintaining a strong balance sheet; and
5. Commitment to strong free cash flow generation and optimized capital allocation process.

1. Continue to be a best-in-classoperator:

High Quality Journalism:Our mission is to serve the greater good of our communities. Our stations and news teams continually strive to be the most trusted sources of news in our communities and to be agents of beneficial change in the markets we serve. Our local journalists are empowered to seek out the stories that matter most to their audience and pursue investigations that expose wrongdoing while continuing to maintain the highest ethical standards. We have been consistently honored with the industry's top awards, including Edward R. Murrow, George Polk, Alfred I. DuPont and Emmy Awards.

Distribution at Scale:Our award-winning strong journalism is complimented by the fact that we are the largest independent owner of NBC affiliated stations and third largest independent owner of CBS affiliated stations based on TV homes reached as reported by Nielsen, October 26, 2023. In 2023, we successfully executed multi-year renewals with ABC (extended through late 2026) and NBC (extended through early 2027). In 2022, we successfully executed multi-year renewals with CBS (extended through late 2028) and Fox (extended through mid 2025).

Our scale and strength in local content have contributed to our ability to grow our subscription revenue beyond traditional multichannel video programming distributors (MVPDs) into the growing OTT (i.e., streaming) space. Distributing our content via OTT platforms allows us to reach viewers who consume content via internet-based platforms rather than (or in addition to) via traditional television platforms, enabling us to expand our subscription revenues and deliver advertising products to a broader viewing audience. We have distribution contracts with major network partners and OTT service providers for carriage of our stations' content on virtual MVPD (vMVPD) platforms such as Fubo, Hulu + Live TV, YouTube TV and DIRECTV Stream, as well as on network-owned services Peacock and Paramount+.

We believe that a value gap currently exists between viewership of broadcast television and the subscription revenue we earn in the form of retransmission fees. This gap creates long-term opportunity to capture additional subscription value in the form of higher subscriber rates.

The long-term value of our subscription service offering is driven by the following factors:

1. Having Irreplaceable Local Content
2. • 62% of Americans watch local news daily;
   • Television is viewed as the most important source for local news as compared to news apps and social media; and
   • Migration of in-market sports from cable platforms (e.g., regional sports networks) to broadcast strengthens local offerings.
3. Being an Essential Distribution Channel
4. • People spend the most time (3 hrs 46 mins) with Broadcast TV and 74% agree local broadcast TV news is the most trusted, and
   • Rationalization of cable networks and regional sports networks increases the importance and value of broadcast.
5. Having Strong Network Relationships
6. • Extends the reach of most popular programming to enhance ratings and maximize value of network advertising inventory.

Growing, Dependable Political Revenue: Broadcast television remains the most popular medium for political advertising.S&P Global anticipates U.S. political advertising on local television broadcasters will total $3.9 billion in 2024, up 13% over its estimate for the 2022 election cycle and 10% greater than the 2020 presidential election cycle. AdImpact forecasts total political ad spending, across all mediums, to be $10.2 billion, of which 50% ($5.1 billion) will go to broadcast television. This data suggests that 2024 could become the largest year on record for U.S. political ad spending. Our broadcasting assets, paired with Premion, offer political campaigns the ability to reach voters across the country, not just in our TEGNA television markets. Political advertising has proven to be a strong, dependable revenue stream. We believe we are well-positionedfor political revenues in even years to come.

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