MOWBRAY KEVIN 4

4 · LEE ENTERPRISES, Inc · Filed Feb 9, 2026

AI-generated summary of this filing

Updated Feb 9, 2026

LEE CEO Kevin Mowbray Surrenders 7,867 Shares for Tax Withholding

What Happened

Kevin Mowbray, President & CEO and a director of Lee Enterprises (LEE), reported a tax-withholding disposition of 7,867 shares on Feb 5, 2026. The withholding was recorded at $5.46 per share for a total value of $42,954. This was a deemed disposition of shares withheld to satisfy tax obligations tied to the vesting of previously granted restricted stock—not an open-market sale.
The filing also reports prior grants on Mar 11, 2025: two derivative awards of 13,380 and 16,374 shares (restricted stock awards and performance rights/contingent shares) granted under LEE’s amended 2020 Long-Term Incentive Plan.

Key Details

Transaction date (tax withholding): 2026-02-05; price used for withholding: $5.46; total value: $42,954.
Award grants reported: 2025-03-11 — 13,380 and 16,374 derivative awards (zero purchase price, i.e., awards).
Vesting/conditions: options (where applicable) vest in three equal annual installments beginning Dec 16, 2025 (per footnote); performance rights vest on expiration and upon meeting performance criteria.
Footnotes: F1 explains the 7,867-share withholding was a tax-withholding disposition of vested restricted stock. F2–F4 describe board approval, shareholder approval of the plan amendment, S-8 registration, vesting schedule, and that performance rights are contingent on performance.
Shares owned after the transactions are not provided in the excerpt of the filing.
Filing date: Feb 9, 2026. This appears timely given the Feb 5 transaction (filed within the required SEC filing window).

Context

Tax-withholding dispositions are common when restricted stock vests: the company withholds (or repurchases) a portion of vested shares to cover taxes, which is different from a sale on the open market and does not necessarily signal intent to reduce ownership.
The March 2025 entries are awards/derivatives (restricted shares, options, performance rights). Performance rights convert to shares only if performance conditions are met; options vest over time per the stated schedule.

Form 4Exit

Period: 2026-02-05

DirectorPresident & CEO

Transactions

Tax Payment
Common Stock
[F1]
2026-02-05$5.46/sh−7,867$42,954→ 118,970 total
Award
Employee Stock Option (Right to Buy)
[F2][F3]
2025-03-11+13,380→ 13,380 total
Exercise: $16.36Exp: 2034-12-15→ Common Stock (13,380 underlying)
Award
Performance Rights
[F4][F2]
2025-03-11+16,374→ 16,374 total
Exp: 2027-09-26→ Common Stock (16,374 underlying)

Footnotes (4)

[F1]Exercise of tax withholding right in connection with vesting of previously granted (and reported) restricted stock resulting in a deemed disposition of the withheld shares back to LEE.
[F2]The grant of restricted stock awards, stock options, and performance shares were approved by the executive compensation committee of LEE's board of directors on December 16, 2024, subject to shareholder approval of the First Amendment to the 2020 Long-Term Incentive Plan ("Amendment") under which the awards were granted and the subsequent filing of LEE's Registration Statement on Form S-8 registering the additional shares authorized under the Amendment. LEE's shareholders approved the Amendment on February 27, 2025, and the Form S-8 was filed with the Securities and Exchange Commission on March 11, 2025.
[F3]The option vests in three equal annual installments beginning on December 16, 2025.
[F4]Each performance right represents a contingent right to receive one share of LEE common stock. The performance rights vest on the expiration date and upon the satisfaction of certain performance criteria of LEE's common stock.

Signature

/s/Timothy B. Gulbranson, Limited POA, Attorney-in-Fact|2026-02-09

1 file