Millage Timothy R. 4

4 · LEE ENTERPRISES, Inc · Filed Feb 5, 2026

AI-generated summary of this filing

Updated Feb 5, 2026

Lee Enterprises CFO Timothy Millage Withholds 12,121 Shares

What Happened

Timothy R. Millage, Vice President, Chief Financial Officer and Treasurer of Lee Enterprises (LEE), had 12,121 shares withheld to cover taxes in connection with the vesting of previously granted restricted stock. The filing reports those withheld shares at $5.46 each, totaling $66,181 — a deemed disposition back to LEE rather than an open-market sale.
The filing also reports prior awards granted on March 11, 2025: 5,203 and 6,364 derivative shares (restricted stock awards / performance rights / options-related awards) recorded at $0.00 at grant (these are contingent/derivative awards rather than immediate purchases).

Key Details

Transaction date (withholding): February 3, 2026 — withheld 12,121 shares @ $5.46 = $66,181 (code F: tax withholding/deemed disposition).
Prior grant dates: March 11, 2025 — 5,203 and 6,364 derivative shares recorded as acquired at $0.00 (grants under Form S-8 after shareholder approval).
Shares owned after transaction: Not disclosed in the provided filing excerpt.
Notable footnotes:
- F1: Withholding was the exercise of a tax-withholding right tied to vesting of previously reported restricted stock, resulting in a deemed disposition of the withheld shares back to LEE.
- F2: Awards (restricted stock, options, performance shares) were approved Dec 16, 2024, approved by shareholders Feb 27, 2025, and registered on Form S-8 filed Mar 11, 2025.
- F3: Options (if any) vest in three equal annual installments beginning Dec 16, 2025.
- F4: Performance rights are contingent rights to receive one share each and vest on the expiration date only if performance criteria are met.
Filing date: February 5, 2026, reporting a February 3, 2026 transaction (filing appears timely based on the disclosed dates).

Context

Tax-withholding via share surrender is routine when restricted stock vests; it’s a bookkeeping/cashless action, not an open-market sale, and doesn’t necessarily indicate insider sentiment about the stock.
The March 2025 entries are grants of derivative awards (not purchases). Performance rights and options are contingent on future vesting/performance and may never convert into shares unless conditions are met.

Form 4Exit

Period: 2026-02-03

V.P., CFO and Treasurer

Transactions

Tax Payment
Common Stock
[F1]
2026-02-03$5.46/sh−12,121$66,181→ 22,120 total
Award
Employee Stock Option (Right to Buy)
[F2][F3]
2025-03-11+5,203→ 5,203 total
Exercise: $16.36Exp: 2034-12-15→ Common Stock (5,203 underlying)
Award
Performance Rights
[F4][F2]
2025-03-11+6,364→ 6,364 total
Exp: 2027-09-26→ Common Stock (6,364 underlying)

Footnotes (4)

[F1]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.
[F2]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.
[F3]The option vests in three equal annual installments beginning on December 16, 2025.
[F4]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.

Signature

/s/Timothy B. Gulbranson, Limited POA, Attorney-in-Fact|2026-02-05

1 file