Lee Enterprises (NYSE: LEE) CEO details stock tax withholding and new awards

Rhea-AI Filing Summary

Lee Enterprises President & CEO Form 4 shows tax-related share disposals and new equity awards. The filing reports that the President & CEO, who is also a director of Lee Enterprises, Inc. (LEE), had common shares withheld and deemed disposed of to the company to cover taxes upon vesting of previously granted restricted stock, including 6,071 shares at $16.74, 4,223 shares at $4.15, and 768 shares at $3.45. Following these transactions, the insider beneficially owns 126,837 shares of common stock directly.

The filing also reports 13,380 employee stock options with a $16.36 exercise price and 16,374 additional equity-based rights tied to LEE common stock. These awards were approved on December 16, 2024, by the executive compensation committee, became effective after shareholder approval of an amendment to the 2020 Long-Term Incentive Plan on February 27, 2025, and the subsequent Form S-8 filing on March 11, 2025. One option grant vests in three equal annual installments beginning December 16, 2025, while the performance-based rights vest on September 26, 2027 if specified 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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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^*

MOWBRAY KEVIN

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2022

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	12/09/2022		F(1)		6,071	D	$16.74	131,828	D
Common Stock	12/09/2025		F(1)		4,223	D	$4.15	127,605	D
Common Stock	12/16/2025		F(1)		768	D	$3.45	126,837	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		13,380		(3)	12/15/2034	Common Stock	13,380	$0	13,380	D
Employee Stock Option (Right to Buy)	(4)	03/11/2025(2)		A		16,374		(4)	09/26/2027	Common Stock	16,374	$0	16,374	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	12/18/2025
	** 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 activity did Lee Enterprises (LEE) report in this Form 4?

The Form 4 reports that Lee Enterprises' President & CEO, who is also a director, had common shares withheld and deemed disposed of to the company to cover tax obligations upon vesting of previously granted restricted stock, and received new equity-based awards tied to LEE common stock.

How many Lee Enterprises (LEE) shares does the reporting person own after these transactions?

After the reported transactions, the President & CEO beneficially owns 126,837 shares of Lee Enterprises common stock directly.

What tax-related stock dispositions were reported for Lee Enterprises (LEE)?

The filing reports deemed dispositions back to Lee Enterprises of 6,071 shares at $16.74, 4,223 shares at $4.15, and 768 shares at $3.45. These resulted from exercising tax withholding rights when previously granted restricted stock vested.

What new stock options did the Lee Enterprises (LEE) President & CEO receive?

The President & CEO received 13,380 employee stock options with a $16.36 exercise price, tied to Lee Enterprises common stock. These options vest in three equal annual installments beginning on December 16, 2025, and are exercisable through December 15, 2034.

What performance-based equity awards are disclosed for Lee Enterprises (LEE)?

The filing reports 16,374 performance-based rights, each representing a contingent right to receive one share of Lee Enterprises common stock. These rights vest on September 26, 2027 if certain performance criteria related to LEE's common stock are satisfied.

How were the Lee Enterprises (LEE) equity awards approved and made effective?

The grant of restricted stock awards, stock options, and performance shares was approved by the executive compensation committee on December 16, 2024, subject to shareholder approval of the First Amendment to the 2020 Long-Term Incentive Plan and the subsequent filing of a Form S-8. Shareholders approved the amendment on February 27, 2025, and the Form S-8 was filed on March 11, 2025.