Lee Enterprises appoints Gregory Hoffmann to board
The related-party disclosures include a 10,909,440-share purchase by the new director’s father and a five-year management agreement.
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Form Type
8-K
Rhea-AI Filing Summary
Lee Enterprises appointed Gregory Hoffmann, age 37, to its Board effective immediately. He will serve until the 2028 annual meeting and until a successor is duly elected and qualified, or his earlier departure, and has joined the Nominating and Corporate Governance Committee. Gregory Hoffmann is the son of Board Chairman and majority stockholder David Hoffmann. He will participate in the non-employee director compensation program on the same basis as other directors, with compensation prorated as applicable.
David Hoffmann purchased 10,909,440 Lee shares in a private placement completed February 5, 2026. On May 14, 2026, Lee entered a five-year management agreement with Hoffmann Media Group, beneficially owned by David Hoffmann, to manage certain group-owned newspaper publications and digital properties. Lee receives a fixed fee of $135,000 per fiscal quarter, a variable fee equal to 20% of prior-quarter EBITDA attributable to publications the group acquires after the agreement’s effective date, and reimbursement of certain shared-service costs at cost.
Insights
Analyzing...
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Shares purchased by David Hoffmann: 10,909,440 shares
Management agreement term: Five years
Fixed management fee: $135,000 per fiscal quarter
+2 more
5 metrics
Shares purchased by David Hoffmann
10,909,440 shares
Private placement completed February 5, 2026
Management agreement term
Five years
Agreement with Hoffmann Media Group entered May 14, 2026
Fixed management fee
$135,000 per fiscal quarter
Agreement with Hoffmann Media Group
Variable management fee
20%
Of prior-quarter EBITDA attributable to publications Hoffmann Media Group acquires after the agreement’s effective date
Director service endpoint
2028 annual meeting
Gregory Hoffmann’s Board service
Key Terms
private placement, EBITDA, shared-service costs, indemnification agreement, +1 more
5 terms
private placement financial
"private placement in which David Hoffmann ... purchased 10,909,440 shares"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
EBITDA financial
"20% of the prior quarter's EBITDA attributable to publications"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
indemnification agreement regulatory
"expects to enter into an indemnification agreement with Gregory Hoffmann"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
non-employee directors financial
"compensation program for non-employee directors"
Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What fees does LEE receive under its agreement with Hoffmann Media Group?
Lee receives a fixed fee of $135,000 per fiscal quarter, a variable fee equal to 20% of the prior quarter’s EBITDA attributable to publications Hoffmann Media Group acquired after the agreement’s effective date, and reimbursement of certain shared-service costs at cost.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 24, 2026
_______________________________________________________________________________________
(Exact name of Registrant as specified in its charter)
_______________________________________________________________________________________
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | ||||||||
| Registrant’s telephone number, including area code | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 24, 2026, at the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the "Board") of Lee Enterprises, Incorporated (the "Company"), the Board appointed Gregory Hoffmann, age 37, to the Board, effective immediately, to serve until the Company's 2028 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal. As of the date of this report, the Board has appointed Gregory Hoffmann to the Company's Nominating and Corporate Governance Committee.
In connection with his service as director, Gregory Hoffmann will participate in the Company's compensation program for non-employee directors on the same basis as the Company's other non-employee directors, with compensation prorated as applicable. No grant or award was made to Gregory Hoffmann in connection with his appointment other than as provided under that program. In addition, the Company expects to enter into an indemnification agreement with Gregory Hoffmann substantially in the form of the indemnification agreement entered into with the Company’s other non-employee directors.
Gregory Hoffmann is Co-Chief Executive Officer of Hoffmann Family of Companies and has led the organization’s real estate business since May 2022. He has also served as Chief Executive Officer of Hoffmann Commercial Real Estate since April 2017. In these roles, he drives strategic growth through acquisitions and development, supports the operational needs and strategic initiatives of the family’s diverse portfolio of businesses, and oversees its real estate holdings. Gregory Hoffmann began his career at Osprey Capital, LLC, one of the Hoffmann family’s investment vehicles, and has served as a principal of the firm since May 2012. He played a key role in nearly doubling the firm’s size and, working closely with senior leadership across Hoffmann portfolio companies, has led acquisitions totaling several billion dollars. Gregory Hoffmann also serves as Alternate Governor for the Pittsburgh Penguins of the National Hockey League.
Gregory Hoffmann earned a Bachelor of Science degree in finance and mathematics from Miami University and a Master of Business Administration degree from Northwestern University's Kellogg School of Management.
Gregory Hoffmann is the son of David Hoffmann, the Company's Chairman and majority stockholder. There are no other family relationships or any arrangements or understandings between Gregory Hoffmann and any other person pursuant to which he was selected as a director. In addition, there are no transactions involving Gregory Hoffmann and the Company that require disclosure under Item 404(a) of Regulation S-K, except that (i) on February 5, 2026, the Company completed a private placement in which David Hoffmann, the father of Gregory Hoffmann, purchased 10,909,440 shares of the Company's stock; and (ii) on May 14, 2026, the Company entered into a five-year management agreement with Hoffmann Media Group, which is beneficially owned by David Hoffmann, under which the Company manages certain newspaper publications and related digital properties owned by Hoffmann Media Group. Under the agreement, Hoffmann Media Group pays the Company a fixed management fee of $135,000 per fiscal quarter, a variable fee equal to 20% of the prior quarter's EBITDA attributable to publications acquired by Hoffmann Media Group after the effective date, and reimbursement of certain shared-service costs at cost.
Item 7.01 Regulation FD Disclosure
On September 30, 2026, the Company issued a press release naming Gregory Hoffmann to its Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto is being furnished pursuant to Item 7.01 of Form 8-K and therefore shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits | ||||||||
| 99.1 | Press Release | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| LEE ENTERPRISES, INCORPORATED | |||||||||||||||||
| Date: | September 30, 2026 | By: | /s/ Joshua P. Rinehults | ||||||||||||||
Joshua P. Rinehults | |||||||||||||||||
Vice President, Chief Financial Officer and Treasurer | |||||||||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||||||||
4600 E. 53rd St.
Davenport, IA 52807
lee.net
Lee Enterprises appoints Gregory Hoffmann to Board of Directors
NEWS RELEASE
DAVENPORT, Iowa (September 30, 2026) – Lee Enterprises, Incorporated (NASDAQ: Lee) today announced that its Board of Directors (the “Board”) has appointed Gregory (“Greg”) Hoffmann to the Board, effective immediately. Hoffmann will serve until the Company’s 2028 annual meeting of stockholders and has been appointed to the Board’s Nominating and Corporate Governance Committee.
“Greg is a proven investor and business leader whose experience evaluating opportunities, deploying capital and working with management teams across a broad portfolio will add a valuable perspective to our Board,” said David Hoffmann, chairman of the Lee Enterprises Board of Directors. “His disciplined approach to growth and strong financial background will complement the Board’s existing capabilities as Lee continues to strengthen its operating platform and create sustainable value for shareholders.”
“Greg brings a valuable combination of financial expertise, strategic judgment and hands-on experience supporting growth across a wide range of businesses,” said Nathan Bekke, President and Chief Executive Officer of Lee Enterprises. “As we continue strengthening Lee’s financial foundation, advancing our digital transformation and investing in the products and journalism that serve our communities, his perspective will be an important addition to the Board.”
Hoffmann is Co-Chief Executive Officer of Hoffmann Family of Companies, where he drives strategic growth through acquisitions and development, supports the initiatives and operational needs of the family’s diverse businesses, and leads the company’s real estate portfolio. He began his career at Osprey Capital, LLC, one of the Hoffmann family’s investment vehicles, where he played a key role in nearly doubling the firm’s size. Working closely with senior leadership across Hoffmann portfolio companies, he has led acquisitions totaling several billion dollars. Hoffmann also serves as Alternate Governor for the Pittsburgh Penguins of the National Hockey League.
“Lee has a vital role in the communities it serves and a significant opportunity to build on the reach, trust and value of its local brands,” said Greg Hoffmann. “I look forward to working with my fellow directors and Lee’s leadership team to support disciplined execution, thoughtful investment and the Company’s continued transformation and long-term growth.”
ABOUT LEE
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Lee Enterprises is a leading provider of local news and information and a major subscription and advertising platform with 193 owned and managed brands across 28 states. Lee's markets include St. Louis, MO; Buffalo, NY; Omaha, NE; Richmond, VA; Lincoln, NE; Madison, WI; and Davenport, IA. Lee Common Stock is traded on NASDAQ under the symbol LEE. For more information about Lee, please visit www.lee.net.
Contact:
IR@lee.net
(563) 383-2100
IR@lee.net
(563) 383-2100
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