Lee Enterprises Announces Strategic Investment and Board-Led Transition

Rhea-AI Summary

Lee Enterprises (Nasdaq: LEE) entered a definitive agreement for a $50.0 million private placement of common stock at $3.25 per share, anchored and backstopped by investor David Hoffmann. Hoffmann has committed approximately $35.0 million with other existing investors committing about $15.0 million. Closing is subject to customary conditions and stockholder approval at a special meeting expected Q1 2026.

The company expects the financing to enable an amendment reducing the annual interest rate on ~$455.5 million of long‑term debt from 9% to 5% for five years. Hoffmann is expected to become Chair; CEO Kevin Mowbray announced retirement and COO Nathan Bekke is expected to serve as interim CEO.

Positive

• $50.0M private placement anchored by Hoffmann
• Financing enables interest rate cut to 5% on $455.5M debt for five years
• Hoffmann to assume Chair, board unanimously approved transaction

Negative

• Transaction requires stockholder approval (Q1 2026), so closing is uncertain
• Issuance of common stock in a private placement will dilute existing shareholders
• CEO Kevin Mowbray retired; interim CEO and CEO search may cause transition risk

Key Figures

Strategic equity investment $50 million Definitive stock purchase agreement in common stock

Private placement price $3.25 per share Investment price for common stock private placement

Hoffmann minimum commitment $20 million Initial minimum commitment under the agreement

Other investors allocation $30 million Allocated to other top existing investors

Hoffmann commitment at signing $35 million Committed as a result of subscription levels and backstop

Other investors commitment $15 million Committed by additional investors at signing

Debt subject to rate cut $455.5 million Outstanding long-term debt tied to amended credit facility

Interest rate reduction 9% to 5% for five years Potential new rate on $455.5M of long-term debt

Market Reality Check

$4.59 Last Close

Volume Volume 28,014 is below the 20-day average of 36,854 (relative volume 0.76x), indicating subdued trading ahead of this announcement. normal

Technical Shares at $3.73 are trading below the 200-day MA of $5.92 and sit well under the $15.16 52-week high while only modestly above the $3.34 low.

Peers on Argus 1 Up

Peer moves are mixed: TNMG (-7.25%), GCI (-1.09%), EDUC (+3.13%), SCHL (+4.76%), and DALN (+0.06%). Momentum scans only flag VBIX (+12.26%) outside the core peer list, suggesting today’s setup around LEE is stock-specific rather than a broad publishing-sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 02	Special meeting change	Neutral	-4.2%	Rescheduled special stockholder meeting to allow more engagement and participation.
Nov 26	Earnings and outlook	Negative	-9.2%	Q4 and FY25 results with net loss, high debt, and modest digital revenue growth.
Nov 21	CFO resignation	Negative	-6.8%	CFO announced resignation with transition consulting through May 2026.
Nov 17	Earnings call schedule	Neutral	+7.2%	Announced timing and access details for November 26 earnings call and webcast.
Nov 10	Rights offering plan	Negative	+3.1%	Proposed up to $50M rights offering tied to potential term loan interest cut.

Pattern Detected

Recent governance, earnings, and financing headlines have generally seen negative price reactions, with one notable divergence on a proposed $50M rights offering that coincided with a positive move.

Recent Company History

Over the last few months, Lee Enterprises has focused on restructuring its balance sheet and managing leadership transitions. On Nov 10, the company outlined a potential $50M rights offering tied to cutting term loan interest from 9% to 5%. Subsequent filings on Nov 26 detailed FY25 results including a $36M net loss and high leverage. Governance activity included a postponed special meeting on Dec 2 and its later cancellation via an 8-K on Dec 18. Leadership change continued with the CFO’s planned resignation. Today’s strategic equity investment and board transition build directly on this refinancing and governance narrative.

Market Pulse Summary

The stock surged +20.6% in the session following this news. A strong positive reaction aligns with the substantial $50 million equity commitment and the prospect of cutting interest on about $455.5 million of debt from 9% to 5% for five years. Historical data show investors often react sharply to balance-sheet actions and leadership changes. However, prior losses and leverage from recent filings highlight execution risk, so enthusiasm could fade if governance transition or capital deployment underperform expectations.

Key Terms

stock purchase agreement financial

"entered into a definitive stock purchase agreement for a $50 million"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

private placement financial

"entered into a $50 million private placement of common stock"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

credit facility financial

"condition to amend the Company’s existing credit facility, reducing"

A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.

proxy statement regulatory

"the Company intends to file a preliminary proxy statement with the SEC"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

Securities and Exchange Commission regulatory

"registration with the Securities and Exchange Commission (the “SEC”)"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

beneficial ownership financial

"Initial Statement of Beneficial Ownership of Securities on Form 3"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Form 4 regulatory

"Statement of Changes in Beneficial Ownership on Form 4, or Annual"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

AI-generated analysis. Not financial advice.

DAVENPORT, Iowa, Dec. 30, 2025 (GLOBE NEWSWIRE) -- Lee Enterprises, Incorporated (the “Company” and Nasdaq: LEE) today announced that it has entered into a definitive stock purchase agreement for a $50 million strategic equity investment in the Company’s common stock. The investment is led by David Hoffmann (“Hoffmann”), with participation from other existing investors in the Company, providing the Company with committed capital and a strengthened financial and governance foundation as it moves into its next phase.

Under the agreement, the Company has entered into a $50 million private placement of common stock at an investment price of $3.25 per share anchored and fully backstopped by Hoffmann, who initially committed a minimum of $20 million, with the remaining $30 million allocated to other top existing investors. As a result of the subscription levels and backstop, at signing, Hoffmann has committed approximately $35 million, with additional investors committing approximately $15 million. Also, Hoffmann has backstopped the capital raise by fully committing to purchase any remaining amount of common stock to the extent not purchased by any additional investors at the closing of the transaction. Subject to customary closing conditions and stockholder approval, the Company expects to receive the full $50 million of gross proceeds at the closing of the transaction, before transaction expenses.

The closing of the $50 million investment is expected to satisfy a condition to amend the Company’s existing credit facility, reducing the annual interest rate on approximately $455.5 million of the Company’s outstanding long-term debt to 5% from 9% for a five-year period, materially improving the Company’s capital structure and cash flow outlook.

Following a comprehensive review of the Company’s performance, capital structure, and long-term opportunities, the Company’s board of directors (the “Board”) unanimously approved the transaction and determined that decisive action was required. The Board concluded that strengthening the balance sheet, implementing leadership change, and advancing a clear strategic direction are necessary to improve execution and position the Company for long-term value creation.

“This transaction reflects the Board’s determination to act decisively," said Mary Junck, Chair of the Board. “By strengthening the balance sheet and improving the Company’s capital structure, we are putting the Company in a better position to execute and create long-term value.”

As part of the closing of the strategic equity investment, David Hoffmann is expected to assume the role of Chair of the Board.

“This transaction strengthens the Company’s balance sheet and reflects the Board’s determination to take decisive action,” said David Hoffmann, incoming Chair of the Board. “With improved financial stability and a clear governance framework in place, the focus can now be on disciplined execution and long-term value creation.”

Concurrently with the execution of the stock purchase agreement, Kevin Mowbray, the Company’s President and Chief Executive Officer, has announced his retirement. The Company expects the current Chief Operating Officer, Nathan Bekke, to serve as Interim Chief Executive Officer, and the Board has initiated a search for a permanent CEO. Kevin joined the Company in 1986, and over his 39-year career, he served in thirteen Lee markets.

Advisors

Oppenheimer & Co. Inc., Kirkland & Ellis LLP and Lane & Waterman LLP served as exclusive financial advisor and legal advisors, respectively, to Lee Enterprises, Incorporated.

Stifel and Lathrop GPM LLP served as the exclusive financial advisor and legal advisor, respectively, to Hoffmann.

Other Important Information

The issuance and sale of shares of the Company’s common stock pursuant to the foregoing transactions is subject to customary closing conditions, including among other things, the approval of our stockholders at a special meeting (the “Special Meeting”), which is expected to be held in the first quarter of 2026.

The shares of common stock being issued and sold in the above-mentioned transaction will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and accordingly may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This communication is being made in regard to the Special Meeting and the related proposals. In connection therewith, the Company intends to file a preliminary proxy statement with the SEC. Once the preliminary proxy statement is declared effective, a definitive proxy statement will be mailed or otherwise made available through permissible means to the Company’s stockholders. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT ONCE AVAILABLE REGARDING THE PROPOSALS SET FORTH THEREIN AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSALS SET FORTH THEREIN. This press release is not a substitute for the proxy statement or any other document that the Company may file with the SEC. Stockholders may obtain free copies of the proxy statement, any amendments or supplements thereto and other documents containing important information about the Company once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the “Investor Relations” section of the Company’s website (https://investors.lee.net/).

In support of the transaction, the Company’s board of directors, senior management, and key stockholders have entered into voting agreements in favor of the transaction. The Company and members of the Company’s board of directors, as well as certain existing stockholders participating in the transaction as described above, may be deemed to be “participants” under SEC rules in any solicitation of the Company’s stockholders in respect of the Company’s proposals set forth in the definitive proxy statement. Information regarding the directors and executive officers of the Company is set forth (i) in the Company's Annual Report on Form 10-K for its fiscal year ended September 28, 2025, filed with the SEC on November 26, 2025 (the “Annual Report”) and (ii) to the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in the Company’s Annual Report, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, including: Form 4 filed by Joseph Battistoni on December 18, 2025, Form 4 filed by Nathan Bekke on December 18, 2025, Form 4 filed by Astrid Garcia on December 18, 2025, Form 4 filed by Timothy Millage on December 18, 2025, and Form 4 filed by Kevin Mowbray on December 18, 2025.

Further information concerning certain persons, including with respect to their holdings, who may be deemed participants in the solicitation of the Company’s stockholders under the rules of the SEC will be set forth in the definitive proxy statement when it is filed with the SEC. You may obtain free copies of these documents through the website maintained by the SEC at https://www.sec.gov.

No Offer or Solicitation

This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Special Meeting.

About Lee

Lee Enterprises is a major subscription and advertising platform and a leading provider of local news and information with daily newspapers, rapidly growing digital products and nearly 350 weekly and specialty publications serving 72 markets in 25 states. Our core commitment is to provide valuable, intensely local news and information to the communities we serve. Our markets include St. Louis, MO; Buffalo, NY; Omaha, NE; Richmond, VA; Lincoln, NE; Madison, WI; Davenport, IA; and Tucson, AZ. Lee Common Stock is traded on the NASDAQ under the symbol LEE. For more information about Lee, please visit www.lee.net.

Forward-Looking Statements

This press release includes forward-looking statements, including statements relating to the expected timing of the closing of the transaction (if at all), the use of proceeds of the transaction and any expected interest savings as a result thereof. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “may,” “will,” “should,” “could,” “expect,” “intend,” “plan,” “anticipate,” “potential,” “outlook” or “shall,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC and the following: potential delays in consummating or the inability to consummate the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the stock purchase agreement; failure to obtain stockholder approval at the Special Meeting; the effect of the pendency or completion of the transaction on the parties’ business relationships and business generally; changes in the Company’s corporate governance (including with respect to any new directors); competition and pricing pressures; and economic conditions generally. All forward-looking statements set forth in this press release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this press release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.

Contact:
IR@lee.net
(563) 383-2100

FAQ

What is the size and price of Lee Enterprises' (LEE) strategic equity investment announced Dec 30, 2025?

Lee announced a $50.0 million private placement of common stock at $3.25 per share.

How much has David Hoffmann committed to the LEE private placement and what is his role?

Hoffmann committed approximately $35.0 million, anchored and backstopped the deal, and is expected to become Chair.

How will the LEE financing affect the company’s debt interest rate?

Closing the financing is expected to allow amendment reducing interest on ~$455.5 million of debt from 9% to 5% for five years.

When will Lee Enterprises hold the shareholder vote on the $50M transaction (LEE)?

The company expects a special meeting in Q1 2026 to seek stockholder approval for the transaction.

What leadership changes did Lee Enterprises announce on Dec 30, 2025 (LEE)?

CEO Kevin Mowbray announced his retirement; COO Nathan Bekke is expected to serve as interim CEO while a permanent CEO search is conducted.

Will the shares in Lee Enterprises' (LEE) private placement be registered with the SEC?

No; the shares will not be registered under the Securities Act and will be sold in a private placement subject to applicable exemptions and closing conditions.