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Lee Enterprises (NASDAQ: LEE) grants multimillion transition awards and revises LTIP

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lee Enterprises, Incorporated approved one-time transition equity awards for President and CEO Nathan E. Bekke and Vice President, CFO and Treasurer Joshua P. Rinehults under its 2020 Long-Term Incentive Plan. The awards have target values of $1.75 million for Bekke and $900,000 for Rinehults and are separate from annual long-term incentives. Each award is split 50% into performance stock units and 50% into restricted stock. Performance stock units are tied 50% to stock price performance and 50% to Adjusted EBITDA through a performance period ending in September 2028, with payouts from 0% to 200% of target. Restricted stock vests in three equal annual installments, subject to continued service. The company also adopted a revised annual long-term incentive framework, setting target award values of 300%, 225% and 175% of base compensation for the CEO, CFO and Chief Revenue Officer, respectively, delivered as 40% restricted stock, 40% performance stock units and 20% stock options.

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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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO Transition Award Target $1.75 million One-time transition equity award target value for President and CEO Nathan E. Bekke
CFO Transition Award Target $900,000 One-time transition equity award target value for Vice President, CFO and Treasurer Joshua P. Rinehults
Performance Stock Unit Payout Range 0% to 200% of target Payout range for performance stock units based on stock price and Adjusted EBITDA performance
CEO LTIP Target 300% of base compensation Revised annual long-term incentive target for the President and Chief Executive Officer
CFO LTIP Target 225% of base compensation Revised annual long-term incentive target for the Vice President, CFO and Treasurer
CRO LTIP Target 175% of base compensation Revised annual long-term incentive target for the Chief Revenue Officer
Restricted Stock Vesting Period three equal annual installments Vesting schedule for restricted stock awards, subject to continued service
Performance Period End September 2028 End of performance period for performance stock units under the Transition Awards
performance stock units financial
"Each Transition Award consists of 50% performance stock units and 50% restricted stock awards."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Adjusted EBITDA financial
"Performance stock units will be based 50% on stock price performance and 50% on Adjusted EBITDA."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
restricted stock awards financial
"The restricted stock awards will vest in three equal annual installments."
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.
stock options financial
"Annual awards ... will consist of 40% restricted stock, 40% performance stock units and 20% stock options."
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
Long-Term Incentive Plan financial
"Transition equity awards under the Company’s 2020 Long-Term Incentive Plan, as amended."
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What transition equity awards did LEE (Lee Enterprises) approve for its CEO?

Lee Enterprises approved a one-time transition equity award with a $1.75 million target value for CEO Nathan E. Bekke, split 50% performance stock units and 50% restricted stock, with performance measured through September 2028.

What transition equity award did LEE grant to its CFO Joshua P. Rinehults?

The company granted CFO Joshua P. Rinehults a one-time transition equity award with a $900,000 target value, composed of 50% performance stock units and 50% restricted stock, with vesting and performance terms aligned to the CEO’s award.

How are LEE’s new performance stock units structured under the transition awards?

Performance stock units are earned 50% on stock price performance and 50% on Adjusted EBITDA over a performance period ending in September 2028, with payout levels ranging from 0% to 200% of target based on actual results.

What is the revised annual long-term incentive mix for LEE executives?

Under the revised framework, annual long-term incentives for key executives are delivered as 40% restricted stock, 40% performance stock units and 20% stock options, aligning compensation with longer-term share performance and retention.

What are the target LTIP award levels versus base pay for LEE’s top executives?

Target annual long-term incentive awards equal 300% of base compensation for the CEO, 225% for the CFO and 175% for the Chief Revenue Officer, delivered under the company’s 2020 Long-Term Incentive Plan.

Over what period will LEE’s new restricted stock awards vest?

Restricted stock awards granted in these programs will vest in three equal annual installments, subject to each executive’s continued service with the company throughout the vesting period.
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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): August 6, 2026
_______________________________________________________________________________________
LEE ENTERPRISES, INCORPORATED
(Exact name of Registrant as specified in its charter)
_______________________________________________________________________________________
Delaware1-622742-0823980
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareLEEThe 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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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.

As previously disclosed, on April 23, 2026, the Board of Directors (the “Board”) of Lee Enterprises, Incorporated (the “Company”) appointed Nathan E. Bekke as President and Chief Executive Officer of the Company, and Joshua P. Rinehults as Vice President, Chief Financial Officer and Treasurer of the Company.

On August 6, 2026, the Executive Compensation Committee of the Board (the “Committee”) approved one-time transition equity awards (the “Transition Awards”) under the Company’s 2020 Long-Term Incentive Plan, as amended (the “LTIP”), to Messrs. Bekke and Rinehults.

The Committee approved the Transition Awards in connection with the Company’s February 2026 transaction and resulting leadership transition, which materially expanded the responsibilities of the Company’s Chief Executive Officer and Chief Financial Officer. The Transition Awards are intended to support leadership continuity and retention and to further align the executives’ interests with long-term shareholder value creation. The Transition Awards are one-time awards that are separate from and supplemental to the Company’s annual LTIP.

The Transition Awards have target values of $1.75 million for Mr. Bekke and $900,000 for Mr. Rinehults. Each Transition Award consists of 50% performance stock units and 50% restricted stock awards.

The performance stock units will be earned based 50% on stock price performance and 50% on Adjusted EBITDA, in each case measured over a performance period ending in September 2028, with payouts ranging from 0% to 200% of target based on actual performance. The Committee will retain authority to adjust the performance calculations for certain significant corporate events. The restricted stock awards will vest in three equal annual installments, subject to the executive’s continued service with the Company.

Also, on August 6, 2026, the Committee approved a revised annual long-term incentive framework under the LTIP. The revised framework is intended to provide more market-competitive long-term incentive opportunities, strengthen alignment with long-term stockholder value creation and support executive retention.

Annual awards for the President and Chief Executive Officer, Vice President, Chief Financial Officer and Treasurer and Chief Revenue Officer will consist of 40% restricted stock, 40% performance stock units and 20% stock options, with target award values equal to 300%, 225% and 175% of base compensation, respectively.

Performance stock units will be based 50% on stock price performance and 50% on Adjusted EBITDA (as defined in the Company's filings with the Securities and Exchange Commission) over a three-year performance period, with payouts ranging from 0% to 200% of target. Restricted stock will vest ratably over three years, subject to continued service.

The foregoing description of the Transition Awards is qualified in its entirety by reference to the applicable award agreements, forms of which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
10.1
Form of Performance Stock Unit Award Agreement
10.2
Form of Restricted Stock Award Agreement
104Cover 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:August 11, 2026By:/s/ Joshua P. Rinehults
Joshua P. Rinehults
Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

Filing Exhibits & Attachments

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