Form 4: Lee Enterprises COO Reports Stock Transactions

Lee Enterprises' Chief Operating Officer, Nathan E. Bekke, reported recent stock dispositions for tax withholding and new grants of stock options and performance rights.

Summary

• Nathan E. Bekke, Chief Operating Officer of Lee Enterprises, Inc., reported transactions involving the company's common stock.
• Bekke disposed of 972 shares of common stock at $16.74 per share on December 9, 2022, 1,970 shares at $4.15 per share on December 9, 2025, and 342 shares at $3.45 per share on December 16, 2025.
• These dispositions were due to tax withholding in connection with the vesting of previously granted restricted stock.
• Following these transactions, Bekke beneficially owns 35,937 shares of common stock.
• Bekke acquired 5,946 employee stock options (right to buy) with an exercise price of $16.36, vesting in three equal annual installments beginning December 16, 2025, and expiring December 15, 2034.
• Bekke also acquired 7,273 performance rights, each representing a contingent right to receive one share of common stock, vesting on September 26, 2027, upon satisfaction of certain performance criteria.
• The grants of restricted stock awards, stock options, and performance shares were approved by the executive compensation committee on December 16, 2024, and by shareholders on February 27, 2025, under an amendment to the 2020 Long-Term Incentive Plan.

Sentiment

Score: 5

Explanation: This Form 4 filing is a routine report of insider transactions, including tax-related dispositions and new equity grants. It does not contain information that would significantly alter the company's fundamental outlook or financial performance, thus warranting a neutral sentiment.

Positives

• The grant of 5,946 employee stock options and 7,273 performance rights aligns the Chief Operating Officer's incentives with shareholder value creation.
• Shareholder approval of the First Amendment to the 2020 Long-Term Incentive Plan demonstrates support for the company's executive compensation strategy.

Negatives

• Dispositions of 3,284 shares of common stock occurred due to tax withholding, reducing direct beneficial ownership.

Future Outlook

The Chief Operating Officer's newly granted employee stock options will vest in three equal annual installments starting December 16, 2025. The performance rights will vest on September 26, 2027, contingent upon the satisfaction of specific performance criteria related to Lee Enterprises' common stock.

Management Comments

• The exercise of tax withholding rights was in connection with the vesting of previously granted restricted stock, resulting in a deemed disposition of the withheld shares back to LEE.
• 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 and the subsequent filing of LEE's Registration Statement on Form S-8.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential minor dilution from new equity grants, but also benefit from incentivized management aligned with long-term company performance.
• Employees (specifically COO): Increased long-term incentive compensation tied to company performance and stock value.

Next Steps

• Continued vesting of 5,946 employee stock options in three equal annual installments beginning December 16, 2025.
• Satisfaction of performance criteria for 7,273 performance rights to vest by September 26, 2027.

Key Dates

Keywords

Lee Enterprises, LEE, Nathan E. Bekke, Chief Operating Officer, SEC Form 4, Insider Trading, Stock Options, Performance Rights, Restricted Stock, Executive Compensation, Shareholder Approval