Millage Timothy R. 4

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.