Lee Enterprises (NYSE: LEE) CFO logs tax share withholding and new option, performance awards

Rhea-AI Filing Summary

Lee Enterprises executive Timothy R. Millage, V.P., CFO and Treasurer, reported a mix of tax-related share withholding and new equity awards. On 02/03/2026, 12,121 shares of common stock were withheld at $5.46 per share to cover taxes on vesting restricted stock, leaving him with 22,120 directly owned shares.

On 03/11/2025, he received 5,203 employee stock options with a $16.36 exercise price, vesting in three equal annual installments beginning December 16, 2025 and expiring December 15, 2034. He also received 6,364 performance rights, each representing a contingent right to one share of common stock that vests on September 26, 2027 if specified stock performance criteria are met.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Millage Timothy R.

(Last) (First) (Middle)

C/O LEE ENTERPRISES, INCORPORATED

4600 E. 53RD STREET

(Street)

DAVENPORT IA 52807

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LEE ENTERPRISES, Inc [ LEE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	V.P., CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/03/2026		F(1)		12,121	D	$5.46	22,120	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$16.36	03/11/2025(2)		A		5,203		(3)	12/15/2034	Common Stock	5,203	$0	5,203	D
Performance Rights	(4)	03/11/2025(2)		A		6,364		(4)	09/26/2027	Common Stock	6,364	$0	6,364	D

Explanation of Responses:

1. Exercise of tax withholding right in connection with vesting of previously granted (and reported) restricted stock resulting in a deemed disposition of the withheld shares back to LEE.

2. The grant of restricted stock awards, stock options, and performance shares were approved by the executive compensation committee of LEE's board of directors on December 16, 2024, subject to shareholder approval of the First Amendment to the 2020 Long-Term Incentive Plan ("Amendment") under which the awards were granted and the subsequent filing of LEE's Registration Statement on Form S-8 registering the additional shares authorized under the Amendment. LEE's shareholders approved the Amendment on February 27, 2025, and the Form S-8 was filed with the Securities and Exchange Commission on March 11, 2025.

3. The option vests in three equal annual installments beginning on December 16, 2025.

4. Each performance right represents a contingent right to receive one share of LEE common stock. The performance rights vest on the expiration date and upon the satisfaction of certain performance criteria of LEE's common stock.

	/s/Timothy B. Gulbranson, Limited POA, Attorney-in-Fact	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did LEE CFO Timothy R. Millage report on this Form 4?

Timothy R. Millage reported 12,121 LEE common shares withheld at $5.46 on 02/03/2026 to satisfy taxes on vesting restricted stock. This reduced his directly owned common shares to 22,120 after the transaction, according to the Form 4 disclosure.

How many Lee Enterprises (LEE) shares does the CFO own after the reported transaction?

After the 12,121-share tax withholding on 02/03/2026, the Form 4 shows Timothy R. Millage directly owning 22,120 LEE common shares. This figure reflects his non-derivative holdings following the reported transaction in the filing.

What stock options were granted to the LEE CFO and on what terms?

The CFO was granted 5,203 employee stock options on 03/11/2025 with a $16.36 exercise price. These options vest in three equal annual installments beginning December 16, 2025 and expire on December 15, 2034, subject to the plan terms.

What are the performance rights reported by Lee Enterprises (LEE) CFO?

The Form 4 reports 6,364 performance rights granted on 03/11/2025, each representing a contingent right to one LEE common share. They vest on September 26, 2027 if specified performance criteria tied to LEE’s common stock are satisfied.

Were the LEE equity awards subject to shareholder approval of a plan amendment?

Yes. The filing explains that restricted stock awards, options, and performance shares were approved December 16, 2024, subject to shareholder approval of the First Amendment to the 2020 Long-Term Incentive Plan and filing of a Form S-8, both completed in early 2025.

Are the reported LEE options and performance rights held directly or indirectly by the CFO?

The Form 4 shows both the 5,203 stock options and 6,364 performance rights as directly owned by Timothy R. Millage. The ownership form is reported as “D” (direct) with no separate indirect ownership entity listed.