LEE ENTERPRISES, Inc 8-K

What Happened

• Lee Enterprises, Inc. announced a private placement that closed on February 5, 2026, which resulted in a change of control. The company sold 15,384,615 shares at $3.25 per share and issued 615,385 fee reimbursement shares (total “Shares”). Anchor investor David Hoffmann acquired 10,909,440 of those shares and, together with affiliates, holds about 11,528,340 shares (approximately 52% of outstanding common stock) after the closing. The Rights Agreement governing shareholder rights was terminated (rights expired) on February 4, 2026, and the company amended its charter to increase authorized common shares from 12,000,000 to 40,000,000 (effective Feb 3, 2026).

Key Details

• Private Placement: 15,384,615 base shares at $3.25 each; plus 615,385 fee shares; closing date Feb 5, 2026.
• Change of control: Anchor investor David Hoffmann holds ~52% of outstanding common stock post-closing and has the right to appoint a director; Mr. Hoffmann was appointed to the board and named Chairman (Feb 5, 2026).
• Leadership changes: CEO Kevin Mowbray retired effective Feb 5, 2026 (severance $1.5M paid over 36 installments; COBRA 18 months); Nathan Bekke named Interim CEO. CFO Timothy Millage resigned effective Feb 3, 2026 (consulting through May 31, 2026); Josh Rinehults named Interim CFO (Feb 3, 2026).
• Credit agreement amendments: interest margin on the 25-year term loan reduced from 9.00% to 5.00% for five years, estimated interest savings of ~$18M annually and up to ~$90M over five years; definition changes for Change of Control and Excess Cash Flow (cash floor set at $64.0M).
• Registration rights: company agreed to file a registration statement for resale of the Shares within 60 days of the closing per a Registration Rights Agreement.

Why It Matters

• For investors, this filing signals a material shift in control and governance: an anchor investor now holds a majority stake and has board and chair influence, and the CEO/CFO roles are in transition. The increased authorized share count (12M to 40M) could enable future equity issuances.
• The credit agreement changes materially reduce borrowing costs, improving cash flow by an estimated $18M per year, which may affect the company’s liquidity and capital allocation.
• Shares were sold in a private placement exempt from initial registration; the company must seek to register resale of those shares under the Registration Rights Agreement. Retail investors should monitor subsequent SEC filings (prospectus/registration statement, proxy materials, and any definitive corporate governance changes) for impacts on ownership, voting control, and potential dilution.