Lee Enterprises Inc SEC Filings

Lee Enterprises executive V.P., CFO and Treasurer reported routine equity transactions in company stock. The filing shows tax withholding dispositions of common stock tied to vesting of previously granted restricted shares, including 1,639 shares at $16.74, 2,048 shares at $4.15, and 299 shares at $3.45, leaving 34,241 shares of common stock held directly.

The report also lists new employee stock options, each giving the right to buy common stock. One option for 5,203 shares at an exercise price of $16.36 becomes exercisable in three equal annual installments beginning on December 16, 2025 and expires on December 15, 2034. Another grant covers 6,364 performance-based rights tied to Lee Enterprises’ stock, which vest on their expiration date if specified performance criteria are met.

Lee Enterprises executive reports stock transactions and new equity awards. The company’s Vice President of Human Resources filed details of share dispositions related to tax withholding and grants of stock-based awards. The filing shows withholding-related dispositions of 759, 1,182, and 100 shares of common stock at prices of $16.74, $4.15, and $3.45, leaving 20,534 shares of common stock owned directly. It also reports grants of 1,734 employee stock options with a $16.36 exercise price and 2,121 performance-based rights to acquire common stock. These awards were approved on December 16, 2024, became effective after shareholder approval on February 27, 2025 and the related Form S-8 filing on March 11, 2025, and vest over time based on service and stock performance conditions.

Lee Enterprises chief operating officer reports equity transactions and awards. The filing shows tax-related dispositions of 972, 1,970 and 342 shares of common stock on 12/09/2022, 12/09/2025 and 12/16/2025, leaving 35,937 shares of common stock owned directly.

The officer also acquired employee stock options covering 5,946 shares at an exercise price of $16.36, exercisable from 03/11/2025 and expiring on 12/15/2034, with vesting in three equal annual installments beginning 12/16/2025. Additional rights tied to 7,273 shares of common stock represent contingent performance-based rights that vest on 09/26/2027 if specified performance criteria are met.

Lee Enterprises reported insider activity by its Vice President of Sales and Marketing. The officer used share withholding to cover taxes on vesting restricted stock, disposing of 191, 1,230 and 148 shares of common stock at prices of $16.74, $4.15 and $3.45, respectively, and now directly holds 17,358 shares.

The filing also shows new equity awards approved under the company’s long-term incentive plan. The officer received an employee stock option for 2,478 shares at an exercise price of $16.36, expiring on December 15, 2034, vesting in three equal annual installments beginning December 16, 2025. In addition, 3,030 performance-based rights were granted, each tied to one share of common stock and vesting on September 26, 2027, if specified performance criteria are met.

Lee Enterprises, Incorporated reported that its board of directors decided on December 18, 2025 to cancel a previously scheduled special meeting of stockholders that had been set for December 19, 2025. The company has also withdrawn from consideration all proposals that were included in the related definitive proxy statement filed on November 13, 2025. The company states that it continues to consider various potential strategic and financing transactions and has canceled the stockholder meeting at this time to continue and facilitate that process.

Lee Enterprises, Incorporated reports 2025 results that highlight a fast digital transition alongside pressured print operations and a major cyber event. Total operating revenue was $562 million, down 8%, split between $298 million in digital revenue (flat year over year) and $264 million in print revenue (down 15%). Digital-only subscription revenue grew 11.8% to $94.2 million, helping support a base of more than 633,000 digital-only subscribers and about 890,000 total digital and print subscribers.

Operating expenses were $571 million, including $3.7 million of cyber restoration expenses, and Cash Costs were $524 million, both decreasing versus 2024. The company reported a $36 million net loss and $45 million of Adjusted EBITDA, with year-end cash of $10 million and net debt of $445 million under a term loan originally sized at $576 million and bearing 9% interest. A February 2025 cyberattack reduced cash flows by $10.5 million and disrupted operations.

To improve its balance sheet, Lee has filed for a proposed rights offering of up to $50 million. If fully subscribed and followed by a term loan amendment, the lender has agreed in principle to cut the loan’s interest rate from 9% to 5% for five years, which would reduce annual interest expense by about $18 million. The company continues to emphasize digital subscriptions, its Amplified Digital agency, and cost control while managing secular print declines, high leverage and cybersecurity risk.

Lee Enterprises, Incorporated filed a Form 8-K announcing it has reported preliminary results for its fourth quarter ended September 28, 2025, and has released an accompanying earnings news release and investor presentation. These materials, including the news release as Exhibit 99.1 and presentation materials as Exhibit 99.2, were also used during the company’s earnings conference call and posted on its investor website.

The presentation materials include information and financial figures that describe the company’s expectation that it can become sustainable without relying on print media within five years, underscoring an emphasis on its long-term digital and non-print business model.

Lee Enterprises, Incorporated reported that its Vice President, Chief Financial Officer, and Treasurer, Timothy R. Millage, has decided to resign to pursue an opportunity in church ministry. His resignation will be effective February 28, 2026, and he will continue to provide consulting services through May 31, 2026.

The company states that Mr. Millage’s decision is for personal reasons and not due to any disagreement with its operations, policies, or practices. Lee Enterprises has begun a search process to identify a new chief financial officer, aiming to manage the transition in its financial leadership.

Under a separation agreement dated November 20, 2025, Mr. Millage will receive full compensation through his consulting period, a severance payment equal to twenty-six weeks of base salary, accelerated vesting of all unvested stock awards on February 28, 2026, and continued indemnification protections.

Lee Enterprises called a special meeting to seek stockholder approval for three charter amendments: increasing authorized common stock from 12,000,000 to 32,000,000 shares, creating up to 20,000,000 shares of Non‑Voting Common Stock, and authorizing up to 10,500,000 shares of blank‑check preferred. An adjournment proposal is also included.

The company links these actions to a contemplated equity rights offering of up to $50.0 million, with expected use of proceeds for general corporate purposes including technology investments. If the full amount is raised, the term loan lender has agreed in‑principle to reduce the annual interest rate from 9% to 5% for five years, which the company estimates at approximately $18 million in annual savings and up to $90 million over five years, subject to definitive documentation. The rights offering is expected to commence only after approval of the common stock increase and the non‑voting class. The Board unanimously recommends voting “FOR” all proposals. Shares outstanding were 6,262,967 as of October 22, 2025; this is a baseline figure, not the amount being offered.