Lee Enterprises (NASDAQ: LEE) inks multi-year management deal with Hoffmann Media

Rhea-AI Filing Summary

Lee Enterprises entered into a Management Agreement with Hoffmann Media Group under which Lee will manage certain Hoffmann newspaper publications and related digital properties. The agreement runs from June 1, 2026 through May 31, 2031, with optional one-year renewals.

Hoffmann will pay Lee a fixed management fee of $135,000 per fiscal quarter for existing publications, plus a variable fee equal to 20% of the prior quarter’s EBITDA from publications Hoffmann acquires after the start date. Hoffmann keeps all publication revenue and remains responsible for working capital, payables, payroll and taxes.

The arrangement is a related party transaction because David Hoffmann, a principal of Hoffmann Media Group, is Lee’s majority shareholder and Board Chairman. Lee’s Board reviewed and approved the agreement under its related party policies, and Mr. Hoffmann recused himself from deliberations and voting. The contract includes customary confidentiality, indemnification, and termination provisions, including a right to terminate if annual EBITDA falls below $1.0 million.

Insights

Media sector governance analyst

Lee adds fee-based management revenue via a related party deal with governance safeguards.

Lee Enterprises secures a multi-year management contract to operate Hoffmann Media Group’s newspaper and digital properties for a fixed quarterly fee plus a variable EBITDA-based component. This expands Lee’s operational footprint without taking on direct revenue or working-capital risk for those publications.

The agreement is with an affiliate of Lee’s majority shareholder and Board Chairman, making governance handling important. The Board approved the deal under related party policies, and David Hoffmann recused himself, which aligns with common conflict-of-interest practices, though investors may still monitor actual economics once EBITDA trends emerge.

Key economic levers include the $135,000 quarterly base fee, the 20% EBITDA share on future acquisitions, and the termination trigger if annual EBITDA falls below $1.0 million. Future company filings may provide detail on fee income recognized over the initial term ending on May 31, 2031.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Fixed management fee: $135,000 per fiscal quarter Variable fee rate: 20% of prior quarter EBITDA EBITDA termination trigger: $1.0 million annual EBITDA +2 more

5 metrics

Fixed management fee $135,000 per fiscal quarter Fee for Hoffmann publications owned as of agreement start date

Variable fee rate 20% of prior quarter EBITDA Applies to EBITDA from publications acquired by Hoffmann after start date

EBITDA termination trigger $1.0 million annual EBITDA Either party may terminate if annual EBITDA falls below this level

Initial term start June 1, 2026 Commencement date of the Management Agreement

Initial term end May 31, 2031 Scheduled end of the initial agreement term, before any extensions

Key Terms

Management Agreement, EBITDA, related party transaction, indemnification, +1 more

5 terms

Management Agreement financial

"entered into a Management Agreement (the “Agreement”) with Hoffmann Media Group"

A management agreement is a written contract that sets out who runs a company or specific assets, what duties they must perform, how long they serve, and how they are paid and evaluated. Think of it as a job contract or a property manager’s lease: it tells investors who is steering the business, what rules they must follow, and how their performance will affect costs and returns, so it directly influences company strategy, risk and shareholder value.

EBITDA financial

"a variable fee equal to 20% of the prior quarter’s EBITDA (as defined in the Agreement)"

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.

related party transaction financial

"approved the Agreement in accordance with the Company’s related party transaction policies and procedures"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

indemnification regulatory

"includes customary provisions regarding confidentiality, indemnification, limitation of liability"

A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.

transition services financial

"limitation of liability, transition services upon termination and dispute resolution"

Transition services are temporary support tasks one party continues to provide to another after a business sale or reorganization to keep operations running smoothly—things like IT, payroll, customer service or supply coordination. Think of it as a moving company staying on to unpack key boxes so day-to-day life isn't disrupted. Investors watch these arrangements because they affect short-term costs, operational risk, timing of standalone performance, and clarity about who is responsible for critical functions.

Understanding 8-K Material Events →

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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): May 14, 2026

_______________________________________________________________________________________

LEE ENTERPRISES, INCORPORATED

(Exact name of Registrant as specified in its charter)

_______________________________________________________________________________________

Delaware			1-6227			42-0823980
(State of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
			4600 E. 53rd Street, Davenport, Iowa 52807
			(Address of Principal Executive Offices)
			(563) 383-2100
			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
Common Stock, par value $.01 per share			LEE			The Nasdaq Global Select Market

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 8.01 Other Events.

On May 14, 2026, Lee Enterprises, Incorporated (“Lee” or the “Company”) entered into a Management Agreement (the “Agreement”) with Hoffmann Media Group (“Hoffmann”), pursuant to which Lee will manage and operate certain newspaper publications and related digital properties owned by Hoffmann.

The Agreement has an initial term commencing June 1, 2026 and continuing through May 31, 2031, unless terminated earlier in accordance with its terms, and may thereafter be extended for successive one-year periods upon mutual agreement of the parties.

Under the Agreement, Lee will provide operational management services for Hoffmann publications and related digital platforms identified in the Agreement, including publications in Florida, California, Michigan, Missouri, Colorado and other markets. Lee will have authority to implement operational, revenue and business transformation initiatives consistent with annual operating and capital budgets approved through a joint budget process between the parties.

Pursuant to the Agreement, Hoffmann will pay Lee a fixed management fee of $135,000 per fiscal quarter for publications owned by Hoffmann as of the Agreement start date, as well as a variable fee equal to 20% of the prior quarter’s EBITDA (as defined in the Agreement) attributable to publications acquired by Hoffmann after the start date. Hoffmann will also reimburse Lee for certain shared services provided under the Agreement on an at-cost basis without markup.

The Agreement provides that all revenue generated by the Hoffmann publications will belong to Hoffmann, and Hoffmann will remain responsible for maintaining working capital and payment of accounts payable, payroll and applicable taxes associated with the publications. The parties also agreed to certain approval rights relating to major operational decisions, capital expenditures, labor matters and asset transactions.

David Hoffmann, a principal of Hoffmann Media Group, is the Company’s majority shareholder and Chairman of the Board. The Company’s Board of Directors reviewed and approved the Agreement in accordance with the Company’s related party transaction policies and procedures. Mr. Hoffmann recused himself from the Board’s consideration of and voting on the Agreement.

The Agreement includes customary provisions regarding confidentiality, indemnification, limitation of liability, transition services upon termination and dispute resolution. Either party may terminate the Agreement upon specified events, including if annual EBITDA (as defined in the Agreement) falls below $1.0 million or upon certain bankruptcy or insolvency events affecting the other party.

Item 9.01.    Financial Statements and Exhibits.

			(d) Exhibits
			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:

May 20, 2026

By:

/s/ Joshua P. Rinehults

Joshua P. Rinehults

Vice President, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

FAQ

What did Lee Enterprises (LEE) announce regarding Hoffmann Media Group?

Lee Enterprises signed a Management Agreement with Hoffmann Media Group for Lee to manage certain Hoffmann newspaper and digital properties. The deal runs from June 1, 2026 to May 31, 2031, with optional one-year renewals agreed by both parties.

How will Lee Enterprises be compensated under the Hoffmann management agreement?

Lee will receive a fixed management fee of $135,000 per fiscal quarter for existing Hoffmann publications and a variable fee equal to 20% of the prior quarter’s EBITDA from publications Hoffmann acquires after the agreement’s start date, plus reimbursement of certain shared services at cost.

Who keeps the revenue from the Hoffmann publications managed by Lee Enterprises?

All revenue generated by the Hoffmann publications will belong to Hoffmann Media Group. Hoffmann is also responsible for maintaining working capital, paying accounts payable, managing payroll, and remitting applicable taxes associated with those publications under the agreement’s terms.

Why is the Hoffmann agreement a related party transaction for Lee Enterprises (LEE)?

The agreement is a related party transaction because David Hoffmann, a principal of Hoffmann Media Group, is Lee’s majority shareholder and Chairman of the Board. Lee’s Board reviewed it under related party policies, and Mr. Hoffmann recused himself from deliberations and voting on the agreement.

Under what conditions can the Lee–Hoffmann management agreement be terminated?

Either party may terminate the agreement upon specified events, including if annual EBITDA, as defined in the agreement, falls below $1.0 million or if certain bankruptcy or insolvency events occur affecting the other party. Additional customary termination and transition service provisions are also included.

What operational authority does Lee Enterprises gain from the Hoffmann agreement?

Lee will provide operational management services and may implement operational, revenue, and business transformation initiatives for specified Hoffmann publications. These initiatives must align with annual operating and capital budgets approved through a joint budget process that grants both parties certain approval rights on major decisions.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 25.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.2 KB